S-1

As filed with the Securities and Exchange Commission on June 3, 2013

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Gulf Coast Ultra Deep Royalty Trust

(Exact name of registrant as specified in its charter)

Delaware	6792	46-6448579
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

333 N. Central Ave.

Phoenix, Arizona 85004

(602) 366-8100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Douglas N. Currault II

Assistant General Counsel and Secretary

Freeport-McMoRan Copper & Gold Inc., as depositor of the Royalty Trust

333 N. Central Ave.

Phoenix, Arizona 85004

(602) 366-8100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David E. Shapiro Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 Monique A. Cenac Jones Walker LLP 333 N. Central Avenue Phoenix, Arizona 85004 (602) 366-7604

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	x	(Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee(3)
Royalty Trust Units	38,805,688 units	N/A	$63,438,866	$8,654

(1) Represents the maximum number of units that could be delivered by McMoRan Oil & Gas LLC, a subsidiary of Freeport-McMoRan Copper & Gold Inc. (“FCX”) and the selling securityholder, pursuant to this registration statement upon conversion of the outstanding convertible securities of McMoRan Exploration Co. (“MMR”) following completion of the merger on June 3, 2013, as described herein. This number is based on the number of royalty trust units held for delivery upon conversion of MMR’s outstanding convertible securities pursuant to the formula set forth in the Agreement and Plan of Merger, dated as of December 5, 2012, by and among MMR, FCX and INAVN Corp. (the “merger agreement”).

(2) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”), based on the pro forma March 31, 2013 book value of the Registrant’s assets after giving effect to the transactions contemplated by the merger agreement, calculated based on the implied market value of the royalty trust units as of May 31, 2013, the most recent practicable date.

(3) Calculated pursuant to Section 6(b) of the Securities Act and Securities and Exchange Commission Fee Rate revised October 2012 at a rate equal to $136.40 per $1,000,000 of the proposed maximum aggregate offering price.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such dates as the Commission, acting pursuant to said Section 8(a), may determine.

INTRODUCTORY NOTE

This registration statement on Form S-1 (File No. 333-                    ) relates to the delivery by McMoRan Oil & Gas LLC, a subsidiary of Freeport-McMoRan Copper & Gold Inc. (“FCX”) of up to 38,805,688 units representing beneficial interests in the Gulf Coast Ultra Deep Royalty Trust (the “royalty trust units”) to holders of the following outstanding convertible securities of McMoRan Exploration Co. (“MMR”) upon conversion: 5 ¹/₄% convertible senior notes due 2013 (the “2013 notes”); 4% convertible senior notes due 2017 (the “2017 notes”); 8% convertible perpetual preferred stock (the “8% preferred stock”); and 5.75% convertible perpetual preferred stock, Series 1 (the “5.75% preferred stock” and together with the 2013 notes, the 2017 notes and the 8% preferred stock, the “convertible securities”).

On June 3, 2013, pursuant to the terms and conditions of the Agreement and Plan of Merger (the “merger agreement”), dated as of December 5, 2012 by and among MMR, FCX, and INAVN Corp., a Delaware corporation and wholly owned subsidiary of FCX (“Merger Sub”), Merger Sub merged with and into MMR, with MMR surviving the merger as a wholly owned subsidiary of FCX (the “merger”). At the effective time of the merger, each issued and outstanding share of MMR common stock (other than shares held by FCX, Merger Sub or any of their respective subsidiaries that were cancelled and holders who had perfected and not withdrawn a demand for appraisal rights) was converted into the right to receive $14.75 in cash and 1.15 royalty trust units (together, the “merger consideration”).

Pursuant to the convertible securities’ respective governing instruments, upon the consummation of the merger each series of the convertible securities became convertible into the type and amount of merger consideration paid in the merger to holders of MMR common stock, on an as-converted basis. As a result of this feature of the convertible securities, FCX, as the acquiror in the merger, will be obligated to deliver royalty trust units to the holders of the convertible securities in the future, at times and in amounts determined by such holders through their exercise of their conversion rights, and certain royalty trust units held by a subsidiary of FCX are available for this purpose.

In addition, the 2017 notes, the 8% preferred stock and the 5.75% preferred stock are entitled to a “make-whole” premium due to the occurrence of the merger, which provides that any conversions of such securities exercised within a designated period following the merger will be made at an increased conversion rate, as set forth in their respective governing documents.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED JUNE 3, 2013

Gulf Coast Ultra Deep Royalty Trust

38,805,688 Royalty Trust Units

This prospectus relates to the delivery by McMoRan Oil & Gas LLC (the “selling securityholder”), a subsidiary of Freeport-McMoRan Copper & Gold Inc. (“FCX”) of up to 38,805,688 royalty trust units to holders of the following convertible securities of McMoRan Exploration Co. (“MMR”) upon conversion: 5 ¹/₄% convertible senior notes due 2013; 4% convertible senior notes due 2017; 8% convertible perpetual preferred stock and 5.75% convertible perpetual preferred stock, Series 1 (collectively, the “convertible securities”). None of FCX, the selling securityholder or Gulf Coast Ultra Deep Royalty Trust (the “Royalty Trust”) will receive any proceeds from this offering.

The Royalty Trust Units. The royalty trust units represent beneficial interests in the Royalty Trust, which holds a 5% gross overriding royalty interest in hydrocarbons saved and produced from each of the subject interests (as defined below) during the life of the Royalty Trust. The royalty trust units are not currently listed on a national securities exchange. The royalty trust units are expected to be quoted on the OTCQX Marketplace (the “OTCQX”).

On June 3, 2013, the Royalty Trust issued 230,172,696 royalty trust units. Of this amount, 129,210,542 royalty trust units were issued to former holders of MMR common stock as merger consideration, and the remaining 100,962,154 royalty trust units are held by the selling securityholder, a subsidiary of FCX, including 38,805,688 royalty trust units (approximately 16.9% of the total number of royalty trust units outstanding), which FCX may become obligated to deliver to holders of the convertible securities upon conversion. FCX is currently the largest holder of royalty trust units with approximately 43.9% of the outstanding royalty trust units.

The Royalty Trust Unitholders. Holders of royalty trust units are entitled to share in a 5% gross overriding royalty interest in hydrocarbons saved and produced from 20 of MMR’s specified shallow water Gulf of Mexico and onshore Gulf Coast ultra-deep exploration prospects. An overriding royalty interest in general represents a non-operating interest in an oil and gas property that provides the owner a specified share of production without any related operating expenses or development costs and is carved out of an oil and gas lessee’s working or cost-bearing interest under the lease.

The Subject Interests. The “subject interests” consist of 20 ultra-deep (target depths generally greater than 18,000 total vertical depth) prospects. The offshore “subject interests” consist of the following: (1) Barataria; (2) Barbosa; (3) Blackbeard East; (4) Blackbeard West; (5) Blackbeard West #3; (6) Bonnet; (7) Calico Jack; (8) Captain Blood; (9) Davy Jones; (10) Davy Jones West; (11) Drake; (12) England; (13) Hook; (14) Hurricane; (15) Lafitte; (16) Morgan; and (17) Queen Anne’s Revenge. The onshore “subject interests” consist of the following: (1) Highlander; (2) Lineham Creek; and (3) Tortuga. All of the subject interests are located in relatively shallow waters offshore of the state of Louisiana, or onshore in Louisiana. MMR does not own 100% of the working interest of any of the subject interests. As of December 5, 2012, the date of the merger agreement, the subject interests comprised all of MMR’s ultra-deep prospects and, as of the date of this prospectus, none of the subject interests had any reserves classified as proved, probable or possible (other than the Lineham Creek well) and none of the subject interests had any associated production.

Investing in royalty trust units involves risks that are described in the “Risk Factors” section beginning on page 12 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2013.

TABLE OF CONTENTS

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS	i
SUMMARY	1
UNAUDITED PRO FORMA STATEMENT OF ASSETS, LIABILITIES AND TRUST CORPUS	4
GULF COAST ULTRA DEEP ROYALTY TRUST UNAUDITED PRO FORMA STATEMENT OF ASSETS, LIABILITIES AND TRUST CORPUS AT MARCH 31, 2013	5
NOTES TO THE UNAUDITED PRO FORMA STATEMENT OF ASSETS, LIABILITIES AND TRUST CORPUS	5
HISTORICAL FINANCIAL DATA OF THE ROYALTY TRUST	6
STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS	6
STATEMENTS OF CHANGES IN TRUST CORPUS	6
NOTES TO FINANCIAL STATEMENTS	6
THE OFFERING	10
RISK FACTORS	12
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	17
THE MERGER	18
USE OF PROCEEDS	20
PLAN OF DISTRIBUTION	20
PRICE RANGE OF ROYALTY TRUST UNITS	20
THE ROYALTY TRUST	21
DESCRIPTION OF THE SUBJECT INTERESTS	22
DESCRIPTION OF THE ROYALTY INTERESTS	27
DESCRIPTION OF THE ROYALTY TRUST AGREEMENT	29
DESCRIPTION OF THE ROYALTY TRUST UNITS	33
U.S. FEDERAL INCOME TAX CONSIDERATIONS	36
STATE TAX CONSIDERATIONS	44
ERISA CONSIDERATIONS	45
SELLING SECURITYHOLDER	46
LEGAL MATTERS	47
EXPERTS	47
ADDITIONAL INFORMATION	47

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS

You should rely only on the information contained in this prospectus. The Royalty Trust has not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus or as of its date as applicable.

This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

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SUMMARY

This summary highlights information contained elsewhere in this prospectus and may not contain all the information that is important to you. The Royalty Trust urges you to read carefully this prospectus in its entirety.

The Merger

On June 3, 2013, Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (“FCX”) and McMoRan Exploration Co., a Delaware corporation (“MMR”) completed the transactions contemplated by the Agreement and Plan of Merger, dated as of December 5, 2012 (the “merger agreement”), by and among MMR, FCX, and INAVN Corp., a Delaware corporation and wholly owned subsidiary of FCX (“Merger Sub”). Pursuant to the merger agreement, on June 3, 2013, Merger Sub merged with and into MMR, with MMR surviving the merger as a wholly owned subsidiary of FCX (the “merger”).

Each share of MMR common stock issued and outstanding immediately prior to the effective time of the merger, other than any dissenting shares or shares held by FCX and any of its subsidiaries (including any shares acquired in connection with the consummation of the acquisition of Plains Exploration & Production Company (the “PXP merger”)), was converted into the right to receive $14.75 in cash, without interest and 1.15 units (the “royalty trust units”) representing beneficial interests in Gulf Coast Ultra Deep Royalty Trust (the “Royalty Trust”). Holders of royalty trust units will be entitled to share in a 5% gross overriding royalty interest in hydrocarbons saved and produced from MMR’s existing shallow water Gulf of Mexico and onshore Gulf Coast ultra-deep exploration prospects. As of the date of this prospectus, none of the subject interests associated with the royalty trust units had any reserves classified as proved, probable or possible (other than MMR’s onshore Lineham Creek well) and none of such subject interests had any associated production.

The Royalty Trust

The Bank of New York Mellon Trust Company, N.A., as Trustee

Institutional Trust Services

919 Congress Avenue, Suite 500

Austin, Texas 78701

(512) [236-6599]

The Royalty Trust is a statutory trust created by FCX under the Delaware Statutory Trust Act pursuant to a trust agreement entered into on December 18, 2012, between FCX, as depositor, Wilmington Trust, National Association, as Delaware trustee and certain officers of FCX, as regular trustees. The Royalty Trust was created to hold certain overriding royalty interests (the “royalty interests”) in hydrocarbons saved and produced from MMR’s shallow water Gulf of Mexico and onshore Gulf Coast ultra-deep exploration prospects (the “subject interests”). MMR owns less than 100% of the working interest in each of the subject interests. On May 29, 2013, Wilmington Trust, National Association, was replaced by BNY Trust of Delaware, as Delaware trustee, through an action of the depositor. Effective June 3, 2013, the regular trustees were replaced by The Bank of New York Mellon Trust Company, N.A., as trustee. On June 3, 2013, in connection with the closing of the merger, a subsidiary of MMR conveyed the overriding royalty interests to the Royalty Trust.

Since 2008, MMR’s ultra-deep drilling activities (below the salt weld, i.e., the listric fault) have confirmed MMR’s geologic model and the highly prospective nature of this emerging geologic trend. The subject interests remain “exploration concepts” and further drilling and flow testing will be required to determine the commercial potential of the subject interests.

AS OF THE DATE OF THIS PROSPECTUS, NONE OF THE SUBJECT INTERESTS ASSOCIATED WITH THE ROYALTY TRUST UNITS HAD ANY RESERVES CLASSIFIED AS PROVED, PROBABLE OR POSSIBLE (OTHER THAN THE LINEHAM CREEK WELL), AND NONE

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OF SUCH SUBJECT INTERESTS HAD ANY ASSOCIATED PRODUCTION. The Royalty Trust has no ability to influence the exploration or development of the subject interests. In addition, FCX is under no obligation to fund or to commit any other resources to the exploration or development of the subject interests.

Subject Interests

The “subject interests” consist of 20 ultra-deep (target depths generally greater than 18,000 total vertical depth) prospects. The offshore “subject interests” consist of the following: (1) Barataria; (2) Barbosa; (3) Blackbeard East; (4) Blackbeard West; (5) Blackbeard West #3; (6) Bonnet; (7) Calico Jack; (8) Captain Blood; (9) Davy Jones; (10) Davy Jones West; (11) Drake; (12) England; (13) Hook; (14) Hurricane; (15) Lafitte; (16) Morgan; and (17) Queen Anne’s Revenge. The onshore “subject interests” consist of the following: (1) Highlander; (2) Lineham Creek; and (3) Tortuga. All of the subject interests are located in relatively shallow waters offshore of the state of Louisiana, or onshore in Louisiana. MMR does not own 100% of the working interest of any of the subject interests. The 5% gross overriding royalty interests in hydrocarbons saved and produced from the subject interests burden all of MMR’s current leasehold interests associated with such prospects, and will burden any leasehold interests associated with such prospects which are acquired by MMR on or before December 5, 2017. The gross overriding royalty interest applies only to MMR’s working interest in each leasehold, as opposed to the working interest owned by any other interest owners in that leasehold subject to a cap equal to MMR’s estimated working interest (equal to the working interest MMR owns or expects to acquire and as set forth in the section entitled “Description of the Royalty Interests” beginning on page 27) in each subject interest, on a prospect by prospect basis. As a result, each of the 5% gross overriding royalty interests has been, or will be, proportionately reduced based on MMR’s working interest to equal the product of 5% multiplied by a fraction, the numerator of which is the working interest held by MMR and its affiliates in the applicable subject interest and the denominator of which is 100%. As of December 5, 2012, the date of the merger agreement, the subject interests comprised all of MMR’s ultra-deep prospects and, as of the date of this prospectus, none of the subject interests had any reserves classified as proved, probable or possible (other than the Lineham Creek well) and none of the subject interests had any associated production. MMR’s independent reserve engineers have assigned initial estimates of 12.9 Bcfe of net proved reserves, 46.6 Bcfe of net probable reserves and 82.2 Bcfe of net possible reserves, associated with interim drilling results through December 31, 2012, from the sands encountered above 24,000 feet in the Lineham Creek well, located on one of the onshore subject interests. Additional ultra-deep prospects developed by MMR will not be included in the subject interests.

Royalty Trust Units

Upon completion of the merger on June 3, 2013, each outstanding share of common stock of MMR (other than shares owned by FCX and its subsidiaries and shares held by stockholders who properly exercised dissenters’ rights) converted into the right to receive $14.75 in cash, without interest, and 1.15 royalty trust units, representing beneficial interests in the Royalty Trust, which holds a share in a 5% gross overriding royalty interest in hydrocarbons saved and produced from the subject interests during the life of the Royalty Trust. An overriding royalty interest in general represents a non-operating interest in an oil and gas property that provides the owner a specified share of production without any related operating expenses or development costs and is carved out of an oil and gas lessee’s working or cost-bearing interest under the lease. A working or cost-bearing interest in general represents an operating interest in an oil and gas property that provides the owner a specified share of production that is subject to all production expense and development costs. An owner of a working or cost-bearing interest, subject to the terms of applicable operating agreements, generally has the right to participate in the selection of a prospect, drilling location, or drilling contractor to propose the drilling of a well, to determine the timing and sequence of drilling operations, to commence or shut down production, to take over operations, or to share in any operating decision. An owner of an overriding royalty interest in general has none of the rights described in the preceding sentence, and holders of royalty trust units will not have such rights.

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Unlike royalty interests that are retained by the mineral rights owner that grants the leasehold, an “overriding” royalty is generally granted to a party that does not own any interest in the underlying minerals, and the overriding royalty interest expires when production ceases and the lease terminates. For more information, see the section entitled “Description of the Royalty Interests” beginning on page 27.

The Royalty Trust will dissolve on the earliest of: (i) June 3, 2033, (ii) the sale of all of the overriding royalty interests by the Royalty Trust, (iii) a vote in favor of termination by the holders of the required percentage of the royalty trust units, (iv) upon the election of the Trustee following its resignation for cause (as more fully described in the amended and restated trust agreement) or (v) the exercise by FCX of the right to call all of the royalty trust units described in the following sentence. FCX has the right to call all of the royalty trust units beginning on June 3, 2018 at a price of $10 per royalty trust unit, or, if the applicable trading price of the royalty trust units falls below $0.25 per unit for a nine-month period, at a price of $0.25 per royalty trust unit. The royalty interests terminate upon the termination of the Royalty Trust, other than in certain limited circumstances where the Royalty Trust has been permitted to transfer the royalty interests to a third party pursuant to the terms of the amended and restated trust agreement (in which case the royalty interests may extend through June 3, 2033).

As of the date of this prospectus, none of the subject interests had any reserves classified as proved, probable or possible (other than MMR’s onshore Lineham Creek well) and none of the subject interests had any associated production. MMR’s independent reserve engineers have assigned initial estimates of 12.9 Bcfe of net proved reserves, 46.6 Bcfe of net probable reserves and 82.2 Bcfe of net possible reserves, associated with interim drilling results through December 31, 2012, from the sands encountered above 24,000 feet in the Lineham Creek well, located on one of the onshore subject interests.

On June 3, 2013, the Royalty Trust issued 230,172,696 royalty trust units. Of this amount, 129,210,542 royalty trust units were issued to former holders of MMR common stock as merger consideration, and the remaining 100,962,154 royalty trust units are held by the selling securityholder, a subsidiary of FCX, including 38,805,688 royalty trust units (approximately 16.9% of the total number of royalty trust units outstanding) which FCX may become obligated to deliver to holders of the convertible securities upon conversion. FCX is currently the largest holder of royalty trust units, with approximately 43.9% of the outstanding royalty trust units.

U.S. Federal Income Tax Considerations

A conversion of convertible securities into royalty trust units and cash will be a fully taxable transaction for United States federal income tax purposes and may also be taxable for state, local and foreign tax purposes. FCX, the selling securityholder and the Royalty Trust urge you to consult your own tax advisor regarding the federal, state, local and foreign tax consequences of conversion to you in your particular circumstances.

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UNAUDITED PRO FORMA STATEMENT OF ASSETS, LIABILITIES AND TRUST CORPUS

The following unaudited pro forma statement of assets, liabilities and trust corpus (the “Pro Forma Financial Statement”) has been prepared to reflect the Royalty Trust’s receipt of the 5% overriding royalty interest in MMR’s ultra-deep prospects. The Pro Forma Financial Statement has been prepared in accordance with accounting principles generally accepted in the United States, and is presented as if the receipt of the overriding royalty interest from MMR had occurred on March 31, 2013.

The Pro Forma Financial Statement is provided for informational purposes only and does not purport to represent what the actual statement of assets, liabilities and trust corpus would have been had the receipt of the overriding royalty interest occurred on March 31, 2013, nor are they indicative of the Royalty Trust’s future financial condition. This Pro Forma Financial Statement should be read in conjunction with the accompanying notes to the Pro Forma Financial Statement and the audited statement of assets, liabilities and trust corpus of the Royalty Trust.

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GULF COAST ULTRA DEEP ROYALTY TRUST UNAUDITED PRO FORMA STATEMENT OF ASSETS, LIABILITIES AND TRUST CORPUS AT MARCH 31, 2013

	Historical(1)		Pro Forma Adjustment(2)			Pro Forma Combined
ASSETS
Cash	$	10	$	—		$	10
Overriding royalty interest in MMR’s ultra-deep prospects		—		376,282,320	A		376,282,320
Total assets	$	10	$	376,282,320		$	376,282,330
LIABILITIES AND TRUST CORPUS
Trust corpus	$	10		376,282,320	A		376,282,330
Total liabilities and trust corpus	$	10	$	376,282,320		$	376,282,330

NOTES TO THE UNAUDITED PRO FORMA STATEMENT OF ASSETS, LIABILITIES AND TRUST CORPUS

(1) Historical Financial Information

The Royalty Trust’s historical financial information has been derived from the section entitled “Historical Financial Data of the Royalty Trust,” beginning on page 6.

(2) Pro Forma Adjustment

A. Royalty Interest in MMR’s Ultra-Deep Prospects

The estimated fair value of the overriding royalty interest in MMR’s ultra-deep prospects was derived from the closing share price of MMR common stock at May 31, 2013, as follows:

Closing price of MMR common stock at May 31, 2013	$	16.63
Less: Per share cash consideration to be received by MMR shareholders	$	(14.75	)
	$	1.88
Divided by: Royalty trust units to be issued per share of MMR common stock		1.15
Implied fair value per royalty trust unit issued	$	1.63
Royalty units issued		230,172,696	(i)
Estimated fair value of the overriding royalty interest in MMR’s ultra-deep prospects	$	376,282,320	(ii)

(i) As further discussed in the section entitled “Description of the Royalty Trust Units,” beginning on page 33, the total number of royalty trust units issued was 230,172,696.

(ii) The final fair value of the overriding royalty interest in MMR’s ultra-deep prospects will vary from this estimated fair value of the overriding royalty interest in MMR’s ultra-deep prospects to the extent MMR’s closing price for its common stock immediately prior to the effective time of the merger differs from MMR’s closing price for its common stock at May 31, 2013.

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HISTORICAL FINANCIAL DATA OF THE ROYALTY TRUST

STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS

	March 31, 2013		December 31, 2012
ASSETS	(unaudited)		(audited)
Cash	$	10	$	10
Total assets	$	10	$	10
LIABILITIES AND TRUST CORPUS
Trust corpus	$	10	$	10
Total trust corpus	$	10	$	10

STATEMENTS OF CHANGES IN TRUST CORPUS

	January 1, 2013 to March 31, 2013		December 18, 2012 (inception) to December 31, 2012
	(unaudited)		(audited)
Trust corpus, beginning of period	$	10	$	—
Initial trust contribution		—		10
Trust corpus, end of period	$	10	$	10

The accompanying notes are an integral part of these financial statements.

NOTES TO FINANCIAL STATEMENTS

1. FORMATION OF THE ROYALTY TRUST AND BASIS OF ACCOUNTING

Gulf Coast Ultra Deep Royalty Trust (the Royalty Trust), is a statutory trust created under the Delaware Statutory Trust Act pursuant to a trust agreement entered into on December 18, 2012 (inception), between Freeport-McMoRan Copper & Gold Inc. (FCX), as depositor, Wilmington Trust, National Association, as the Delaware trustee, and certain officers of FCX, as trustees. Prior to the first issuance of beneficial interests in the Royalty Trust, the depositor and trustees will enter into an amended and restated trust agreement to provide for the contemplated operation of the Royalty Trust and the issuance of beneficial interests therein. Other than its formation, the Royalty Trust has not conducted any activities.

The financial statements of the Royalty Trust are prepared on a modified cash basis and are not intended to present the financial position and results of operations in conformity with U.S. generally accepted accounting principles (GAAP). This comprehensive basis of accounting other than GAAP corresponds to the accounting permitted for royalty trusts by the Securities Exchange Commission, as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.

2. CONTINGENCIES

Between December 11, 2012 and December 26, 2012, ten putative class actions challenging the proposed merger of FCX with McMoRan Exploration Co. (MMR), were filed on behalf of all MMR stockholders by purported MMR stockholders. Nine were filed in the Court of Chancery of the State of Delaware (the Court of Chancery).

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On January 9, 2013, one of the actions was voluntarily dismissed by the plaintiff. On January 25, 2013, the Court of Chancery consolidated the remaining eight actions into a single action, In re McMoRan Exploration Co. Stockholder Litigation, No. 8132-VCN. One action was also filed on December 19, 2012 in the Civil District Court for the Parish of Orleans of the State of Louisiana: Langley v. Moffett et al., No. 2012-11904. The actions name some or all of the following as defendants: MMR and its directors, FCX, the Royalty Trust, subsidiaries of FCX, and Plains Exploration & Production Company. The lawsuits allege, among other things, that members of MMR’s board of directors breached their fiduciary duties to MMR’s stockholders because they, among other things, pursued their own interests at the expense of stockholders, failed to maximize stockholder value with respect to the merger, and failed to disclose material facts regarding the merger. These lawsuits seek, among other things, an injunction barring or rescinding the merger, damages, and attorney’s fees and costs. The Court of Chancery has scheduled a hearing on April 12, 2013, regarding any motions for preliminary injunction that are made in the consolidated actions described above. The MMR and FCX defendants believe the lawsuits are without merit and intend to defend vigorously against them.

3. SUBSEQUENT EVENTS (UNAUDITED)

Completion of Merger

On June 3, 2013, FCX and MMR completed the transactions contemplated by the Agreement and Plan of Merger, dated as of December 5, 2012 (the merger agreement), by and among MMR, FCX, and INAVN Corp., a Delaware corporation and wholly owned subsidiary of FCX (Merger Sub). Pursuant to the merger agreement, on June 3, 2013, Merger Sub merged with and into MMR, with MMR surviving the merger as a wholly owned subsidiary of FCX (the merger).

Appointment of Trustees

On May 29, 2013, Wilmington Trust, National Association, was replaced by BNY Trust of Delaware, as Delaware trustee, through an action of the depositor. Effective June 3, 2013, the regular trustees were replaced by The Bank of New York Mellon Trust Company, N.A., as trustee.

Entry into Amended and Restated Trust Agreement and Master Conveyance

In connection with the merger, on June 3, 2013, (1) FCX, as depositor, McMoRan Oil & Gas LLC, a Delaware limited liability company and a wholly owned subsidiary of MMR (MOXY), as grantor, The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee, and BNY Mellon Trust of Delaware, as Delaware trustee, entered into the Amended and Restated Royalty Trust Agreement to govern the Royalty Trust and the respective rights and obligations of FCX, the trustee, the Delaware trustee, and the Royalty Trust unitholders with respect to the Royalty Trust; and (2) the Royalty Trust entered into the Master Conveyance of Overriding Royalty Interest (the master conveyance) by and between MOXY, as grantor, and the Royalty Trust, as grantee, pursuant to which MOXY conveyed to the Royalty Trust a 5% gross overriding royalty interest in future production from twenty specified ultra-deep exploration prospects.

Legal Proceedings Update

On May 6, 2013, the parties in In re McMoRan Exploration Co. Stockholder Litigation entered into a memorandum of understanding (the MOU) setting forth an agreement to settle the action. The settlement is subject to, among other things, the execution of a stipulation of settlement by the parties, and final approval by the Court of Chancery. Upon final approval of the settlement by the Court of Chancery, the consolidated action will be dismissed with prejudice and all defendants will be released from any and all claims concerning the MMR Merger as described in the MOU.

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The action titled Langley v. Moffett et al., No. 2012-11904, filed on December 19, 2012, in the Civil District Court for the Parish of Orleans of the State of Louisiana, was stayed pending final disposition of the consolidated Delaware action.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Gulf Coast Ultra Deep Royalty Trust:

We have audited the accompanying statement of assets, liabilities and trust corpus as of December 31, 2012 and the related statement of changes in trust corpus for the period from December 18, 2012 (inception) to December 31, 2012 of Gulf Coast Ultra Deep Royalty Trust (the Royalty Trust). These financial statements are the responsibility of the Trustee. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Royalty Trust’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Royalty Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

As described in Note 1 to the financial statements, these financial statements were prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than U.S. generally accepted accounting principles.

In our opinion, the financial statements referred to above present fairly, in all material respects, the assets, liabilities and trust corpus of the Royalty Trust at December 31, 2012 and its changes in trust corpus for the period from December 18, 2012 (inception) to December 31, 2012, on the basis of accounting described in Note 1.

/s/ ERNST & YOUNG LLP

Phoenix, Arizona

March 11, 2013

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THE OFFERING

Issuer: Gulf Coast Ultra Deep Royalty Trust.

Selling Securityholder: McMoRan Oil & Gas LLC.

Royalty Trust Units that May Be Offered by the Selling Securityholder: 38,805,688 royalty trust units.

Royalty Trust Units Outstanding: 230,172,696 royalty trust units outstanding as of June 3, 2013.

Offering: The purpose of this offering is to register the issuance of royalty trust units to holders of the following outstanding convertible securities of MMR upon conversion: 5 ¹/₄% convertible senior notes due 2013 (the “2013 notes”); 4% convertible senior notes due 2017 (the “2017 notes”); 8% convertible perpetual preferred stock (the “8% preferred stock”); and 5.75% convertible perpetual preferred stock, Series 1 (the “5.75% preferred stock” and together with the 2013 notes, the 2017 notes and the 8% preferred stock, the “convertible securities”).

On June 3, 2013, pursuant to the terms and conditions of the Agreement and Plan of Merger (the “merger agreement”), dated as of December 5, 2012 by and among MMR, FCX, and Merger Sub, Merger Sub merged with and into MMR, with MMR surviving the merger as a wholly owned subsidiary of FCX. At the effective time of the merger, each issued and outstanding share of MMR common stock (other than shares held by FCX, Merger Sub or any of their respective subsidiaries that were cancelled and holders who had perfected and not withdrawn a demand for appraisal rights) was converted into the right to receive the merger consideration.

Pursuant to the convertible securities’ respective governing instruments, upon the consummation of the merger, each series of the convertible securities became convertible into the type and amount of merger consideration paid in the merger to holders of MMR common stock, on an as-converted basis. As a result of this feature of the convertible securities, FCX, as the acquiror in the merger, will be obligated to deliver royalty trust units to the holders of the convertible securities in the future, at times and in amounts determined by such holders through their exercise of their conversion rights, and certain royalty trust units held by the selling securityholder, a subsidiary of FCX, are available for this purpose.

In addition, the 2017 notes, the 8% preferred stock and the 5.75% preferred stock are entitled to a “make-whole” premium due to the occurrence of the merger, which provides that any conversions of such securities exercised within a designated period following the merger will be made at an increased conversion rate, as set forth in their respective governing documents.

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Use of Proceeds: None of FCX, the selling securityholder or the Royalty Trust will receive any proceeds from the delivery of the royalty trust units to holders of the convertible securities by the selling securityholder upon conversion. For more information, see the section entitled “Use of Proceeds” beginning on page 20.

Risk Factors: For more information, see the section entitled “Risk Factors” beginning on page 12 of this prospectus and other information included in this prospectus for a discussion of factors you should carefully consider.

Listing: The royalty trust units currently are not listed on a national securities exchange. The royalty trust units are expected to be traded on the OTCQX Marketplace (the “OTCQX”).

Transfer Agent and Registrar: American Stock Transfer & Trust Company, LLC.

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RISK FACTORS

In addition to the other information included herein, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 17, you should carefully consider the matters described below.

Risks Related to the Royalty Trust Units

The value of the royalty trust units is uncertain.

The only assets and sources of income to the Royalty Trust are certain overriding royalty interests burdening the subject interests. These overriding royalty interests entitle the Royalty Trust to receive a portion of the proceeds derived from the sale of hydrocarbons from the subject interests, if any. To the extent there is no production from the subject interests, the Royalty Trust receives no income.

While data from the seven ultra-deep wells drilled on the subject interests thus far tie ultra-deep geologic formations to productive zones encountered (i) onshore, (ii) in the deepwater Gulf of Mexico and (iii) in Mexico, only the Davy Jones No. 1 well has been completed and efforts continue to obtain a measurable flow rate. No other exploratory well in the subject interests has been completed and consequently none of the seven wells is producing. As such, the subject interests remain “exploration concepts” and further drilling and flow testing will be required to determine the commercial potential of the subject interests.

As of the date of this prospectus, none of the subject interests have any proved, probable or possible reserves associated with them (other than the onshore Lineham Creek well) and none of the subject interests have any associated production. As such, it is possible that no production is derived from the subject interests in the future, the result of which would be that the Royalty Trust receives no income from the subject interests.

Further, the Royalty Trust has no ability to direct or influence the exploration or development of the subject interests. Additionally, FCX is under no obligation to fund or to commit any other resources to the exploration or development of the subject interests. For more information, see the section entitled “Description of the Royalty Trust Units” beginning on page 33.

The subject interests target ultra-deep formations in the shallow water Gulf of Mexico and onshore Gulf Coast, which have greater risks and costs associated with their exploration and development than conventional Gulf of Mexico prospects. The subject interests also include the Davy Jones ultra-deep prospect, which has not yet been fully evaluated.

MMR’s objectives in the subject interests are formations below the salt weld (i.e. ultra-deep targets) in the shallow water of the Gulf of Mexico and onshore in South Louisiana. These ultra-deep targets have not traditionally been the subject of exploratory activity in these regions, thus little direct comparative data is available. To date, there has been no production of hydrocarbons from ultra-deep reservoirs in these areas. As a result of the unavailability of direct comparative data and limitations of diagnostic tools that operate in the extreme temperatures and pressures encountered, it is much more difficult to predict with accuracy the reservoir quality and performance of ultra-deep formations. Additionally, ultra-deep formations are significantly more expensive to drill and complete than their conventional shallow water counterparts. Major contributors to such increased costs include (i) far higher temperatures and pressures encountered down hole and (ii) longer drilling times. Thus, costs for drilling and completing ultra-deep wells are significantly higher than shelf equivalents at more conventional depths.

For example, the Davy Jones ultra-deep prospect has not yet been fully evaluated, and the ultimate impact of this potentially significant discovery will depend on, among other things, the volume of recoverable resources from the Davy Jones location, which will require significant capital expenditures for commercial development. In January 2010, MMR announced a potentially significant discovery at the Davy Jones ultra-deep prospect. However, flow testing is required to confirm the ultimate hydrocarbon flow rates from the separate zones within

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this prospect. Because of the pressures and temperatures encountered down hole, certain specialty completion equipment was required. Completion activities were initiated in the fourth quarter of 2011, and initial flow testing procedures were attempted in March 2012; however, MMR encountered mechanical issues with the originally designed perforating equipment. Operations to obtain a measurable flow test at the Davy Jones ultra-deep prospect were temporarily halted in January 2013 while plans to pump a large scale hydraulic fracture treatment including proppant to facilitate hydrocarbon movement into the wellbore were developed. Future plans will incorporate data gained to date at Davy Jones as well as core and log data from the in progress well at Lineham Creek, located onshore approximately 50 miles northwest of Davy Jones. The rig was moved off location in February 2013 while a large scale hydraulic fracture treatment is designed to penetrate the Wilcox reservoirs to facilitate hydrocarbon movement in the wellbore. There is no assurance that Freeport-McMoRan Oil & Gas LLC will be able to effectively complete the flow testing of this prospect, or that once completed, the potential of the discovery in terms of recoverable product will be confirmed. MMR’s total investment in Davy Jones, which includes $474.8 million in allocated property acquisition costs, totaled approximately $1 billion at March 31, 2013. The continuing commercial development and exploitation of the Davy Jones prospect will also require significant additional capital expenditures.

An active public market for the royalty trust units may not develop or the royalty trust units may trade at low volumes, both of which could have an adverse effect on the resale price, if any, of the royalty trust units.

The royalty trust units are not currently listed on a national securities exchange. There is no market for the royalty trust units and a market may not develop, making it difficult or impossible to resell the royalty trust units, which would have an adverse effect on the resale price, if any, of the royalty trust units. Holders of royalty trust units may incur brokerage charges in connection with the resale of the royalty trust units, which in some cases could exceed the proceeds realized by the holder from the resale of its royalty trust units. Neither FCX nor the Royalty Trust can predict the price, if any, at which the royalty trust units will trade in the future.

Because there has not been any public market for the royalty trust units, the market price and trading volume of the royalty trust units may be volatile.

Neither FCX nor the Royalty Trust can predict the extent to which investor interest will lead to a liquid trading market in the royalty trust units or whether the market price of the royalty trust units will be volatile. The market price of the royalty trust units could fluctuate significantly for many reasons, including, without limitation:

• as a result of the risk factors listed in this prospectus;

• the inability of the underlying properties to achieve production of hydrocarbons;

• reasons unrelated to operating performance, such as reports by industry analysts, investor perceptions, or negative announcements by competitors regarding their own performance;

• legal or regulatory changes that could impact the business of FCX; and

• general economic, securities markets and industry conditions.

The tax treatment of the royalty trust units is uncertain.

Although the tax treatment of overriding royalty interests in specified developed wells that have been drilled is well developed, the law is less well developed in the area of overriding royalty interests on exploration prospects that are not classified as proved, probable or possible reserves and are undeveloped wells that may be drilled in the future. As a result, there is uncertainty as to the proper tax treatment of the royalty interests held by the Royalty Trust, and counsel is unable to express any opinion as to the proper tax treatment as either a mineral royalty interest or a production payment. Based on the state of facts as of the date hereof, FCX and the Royalty Trust intend to treat the royalty trust units as mineral royalty interests for U.S. federal income tax purposes. But no ruling has been requested from the Internal Revenue Service (the “IRS”) regarding the proper treatment of the royalty trust units; therefore, there can be no assurance that the IRS will not assert, or that a court would not

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sustain, that the royalty trust units should be treated as “production payments” that are debt instruments for U.S. federal income tax purposes subject to the Treasury Regulations applicable to contingent payment debt instruments. Please review carefully the information under the section entitled “U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Consequences of the Ownership and Disposition of the Royalty Trust Units” beginning on page 36, for a description of the material U.S. federal income tax consequences of the ownership and disposition of the royalty trust units.

Please consult your tax advisors as to the specific tax consequences to you of the ownership and disposition of the royalty trust units, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws in light of your particular circumstances.

No assurance can be given with respect to the availability and extent of percentage depletion deductions to the Royalty Trust unitholders for any taxable year.

Payments out of production that are received by a Royalty Trust unitholder in respect of a mineral royalty interest for U.S. federal income tax purposes are taxable under current law as ordinary income subject to an allowance for cost or percentage depletion in respect of such income. The rules with respect to this depletion allowance are complex and must be computed separately by each Royalty Trust unitholder and not by the Royalty Trust for each oil or gas property. As a result, no assurance can be given, and counsel is unable to express any opinion, with respect to the availability or extent of percentage depletion deductions to the Royalty Trust unitholders for any taxable year. Please review carefully the information under the section entitled “U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Consequences of the Ownership and Disposition of the Royalty Trust Units—Tax Consequences to U.S. Royalty Trust Unitholders—Classification and Tax Treatment of the Royalty Trust Units” beginning on page 38, for a more detailed discussion of the availability of percentage depletion deduction to the Royalty Trust unitholders.

The Royalty Trust and FCX encourage holders of royalty trust units to consult their own tax advisors to determine whether and to what extent percentage depletion would be available to them.

The tax treatment of an investment in royalty trust units could be affected by recent and potential legislative changes, possibly on a retroactive basis.

In taxable years beginning after December 31, 2012, an individual having modified adjusted gross income in excess of $200,000 (or $250,000 for married taxpayers filing joint returns) may be subject to a “medicare tax” equal generally to 3.8% of the lesser of such excess or the individual’s net investment income, which appears to include royalty or interest income derived from investments such as the royalty trust units as well as any net gain from the disposition of royalty trust units.

In addition, absent new legislation extending the current rates, beginning January 1, 2013, the highest marginal U.S. federal income tax rate applicable to ordinary income and long-term capital gains of individuals will increase to 39.6% and 20%, respectively. Moreover, these rates are subject to change by new legislation at any time.

The Royalty Trust has not requested a ruling from the IRS regarding the tax treatment of ownership of the royalty trust units. If the IRS were to determine (and be sustained in that determination) that the Royalty Trust is not a “grantor trust” for federal income tax purposes, or that the royalty interests are not properly treated as mineral royalty interests for U.S. federal income tax purposes, the Royalty Trust unitholders may receive different and potentially less advantageous tax treatment.

If the Royalty Trust were not treated as a grantor trust for U.S. federal income tax purposes, the Royalty Trust should be treated as a partnership for such purposes. Although the Royalty Trust would not become subject to U.S. federal income taxation at the entity level as a result of treatment as a partnership, and items of income,

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gain, loss and deduction would flow through to the Royalty Trust unitholders, the Royalty Trust’s tax reporting requirements would be more complex and costly to implement and maintain, and its distributions to Royalty Trust unitholders could be reduced as a result.

If the royalty interests were not treated as a mineral royalty interest the amount, timing and character of income, gain, or loss in respect of an investment in the Royalty Trust could be affected. For more information, see the section entitled “U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Consequences of the Ownership and Disposition of the Royalty Trust Units” beginning on page 36.

Neither FCX nor the Royalty Trust has requested a ruling from the IRS regarding these tax questions, and neither FCX nor the Royalty Trust can assure you that the IRS will not challenge these positions on audit or that a court will not sustain such a challenge.

Certain U.S. federal income tax preferences currently available with respect to oil and natural gas production may be eliminated as a result of future legislation.

Among the changes contained in President Obama’s Budget Proposal for Fiscal Year 2013 is the elimination of certain key U.S. federal income tax preferences relating to oil and natural gas exploration and production. The President’s budget proposes to eliminate certain tax preferences applicable to taxpayers engaged in the exploration or production of natural resources. Specifically, the budget proposes to repeal the deduction for percentage depletion with respect to wells, including interests such as the royalty interests, in which case only cost depletion would be available.

You will be required to pay taxes on your pro-rata share of the taxable income attributable to the assets of the Royalty Trust even if you do not receive any cash distributions from the Royalty Trust.

Because the holders of royalty trust units will be taxed directly on their pro-rata share of the taxable income attributable to the assets of the Royalty Trust and such taxable income could be different in amount than the cash the Royalty Trust distributes, you will be required to pay any U.S. federal income taxes and, in some cases, state and local income taxes on such taxable income even if you receive no cash distributions from the Royalty Trust. You may not receive cash distributions from the Royalty Trust equal to your pro-rata share of the taxable income attributable to the assets of the Royalty Trust or even equal to the actual tax liability that results from that income.

Production risks can adversely affect distributions from the Royalty Trust.

The occurrence of drilling, production or transportation accidents at any of the underlying properties may reduce Royalty Trust distributions. While the Royalty Trust, as the owner of the royalty interests, should not be responsible for the costs associated with these accidents, any such accidents may result in the loss of a productive well and associated reserves or interruption of production.

Any future distributions from the Royalty Trust will be subject to fluctuating prices for oil and gas.

Oil and gas prices fluctuate widely in response to relatively minor changes in supply, market uncertainty and a variety of additional factors that are beyond the control of the Royalty Trust. To the extent there is production of oil and gas associated with the royalty interests, the royalties that the Royalty Trust may receive from its share of production will be affected by changes in the prices of oil and gas. As a result, future distributions from the Royalty Trust to the holders of royalty trust units could be reduced or discontinued. In addition, lower oil and gas prices may reduce the likelihood that the underlying properties will be developed or that any oil and gas discovered will be economic to produce. The volatility of energy prices reduces the accuracy of estimates of future cash distributions to the Royalty Trust unitholders and the value of the royalty trust units.

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The Royalty Trust is dependent on FCX for funding unless and until such time as it may receive income from any production on the underlying properties, and any such income may be insufficient to cover the Royalty Trust’s administrative expenses.

Because none of the underlying properties are at present producing any oil or gas, the Royalty Trust has no source of income. Therefore, it must rely on FCX for funding of its administrative expenses. FCX has agreed to pay annual trust expenses up to a maximum amount of $350,000, to the extent the trust lacks sufficient funds to pay such expenses. Any material adverse change in FCX’s financial condition or results of operations could materially and adversely affect the Royalty Trust and the Royalty Trust unitholders.

FCX’s interests and the interests of the Royalty Trust unitholders may not always be aligned.

Because FCX has interests in oil and gas properties not included in the Royalty Trust, FCX’s interests and the interests of the Royalty Trust unitholders may not always be aligned. For example, in setting budgets for development and production expenditures for FCX’s properties, including the underlying properties, FCX may make decisions that could adversely affect future production from the underlying properties. Moreover, FCX could decide to sell or abandon some or all of the underlying properties, and that decision may not be in the best interests of the holders of the royalty trust units.

FCX may transfer or abandon underlying properties.

FCX may at any time transfer all or part of the underlying properties. The Royalty Trust unitholders are not entitled to vote on any transfer, and the Royalty Trust will not receive any proceeds of the transfer of the underlying properties. Following any such transfer, the underlying properties will continue to be subject to the royalty interests, but the net proceeds from the transferred underlying properties would be calculated separately and paid by the transferee. The transferee would be responsible for all of FCX’s obligations relating to the royalty interests on the portion of the underlying properties transferred, and FCX would have no continuing obligation to the Royalty Trust for those underlying properties.

The Royalty Trust is limited in duration, may be dissolved upon certain events and the royalty trust units are subject to a call feature after 5 years.

The Royalty Trust will dissolve on the earlier of (i) June 3, 2033, (ii) the sale of all of the royalty interests, (iii) upon the election of the Trustee following its resignation for cause (as more fully described in the amended and restated trust agreement), (iv) upon a vote of the holders of 80% (which after June 3, 2018, shall be reduced to 66 ²/₃%) or more of the outstanding royalty trust units held by persons other than FCX or any of its affiliates, at a duly called meeting of the Royalty Trust unitholders at which a quorum is present, or (v) the exercise by FCX of the right to call all of the royalty trust units described in the next paragraph. The royalty interests terminate upon the termination of the Royalty Trust, other than in certain limited circumstances where the Royalty Trust has been permitted to transfer the royalty interests to a third party pursuant to the terms of the amended and restated trust agreement (in which case the royalty interests may extend through June 3, 2033).

FCX will maintain a call right with respect to the outstanding royalty trust units at $10 per royalty trust unit, provided that the call right may not be exercised prior to June 3, 2018. In addition, at any time after June 3, 2018, if the volume weighted average price per royalty trust unit is equal to $0.25 or less for the immediately preceding consecutive nine-month period, FCX may purchase all, but not less than all, of the outstanding royalty trust units at a price of $0.25 per unit so long as FCX tenders payment within 30 days of such nine-month period. For more information, see the section entitled “Description of the Royalty Trust Agreement” beginning on page 29.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements.” Forward-looking statements are all statements other than statements of historical facts, such as statements about the financial conditions, earnings outlook and prospects of the Royalty Trust. The words “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “intends,” “likely,” “will,” “should,” “to be,” and any similar expressions and/or statements that are not historical facts are intended to identify those assertions as forward-looking statements.

The Royalty Trust cautions readers that forward-looking statements are not guarantees of future performance and actual results may differ materially from those anticipated, projected or assumed in the forward-looking statements. Important factors that may cause actual results to differ materially from those anticipated by the forward-looking statements include, but are not limited to, the risk that the MMR shallow water, ultra-deep Gulf of Mexico prospects covered by the 5% gross overriding royalty interest will not produce hydrocarbons, general economic and business conditions, variations in the market demand for, and prices of, oil and natural gas, drilling results, unanticipated fluctuations in flow rates of producing wells due to mechanical or operational issues (including those experienced at wells operated by third parties where MMR is a participant), changes in oil and natural gas reserve expectations, the potential adoption of new governmental regulations, decisions by FCX not to develop the subject interests, any inability of FCX to develop the subject interests and other factors described herein. The risks and uncertainties identified in this prospectus should be read in conjunction with the other information in this prospectus.

Investors are cautioned that many of the assumptions upon which forward-looking statements are based are likely to change after such forward-looking statements are made, which the Royalty Trust cannot control. The Royalty Trust cautions investors that it does not intend to update its forward-looking statements, notwithstanding any changes in assumptions, changes in business plans, actual experience, or other changes. The forward-looking statements included in this prospectus are made only as of the date of this prospectus and the Royalty Trust undertakes no obligation to update any forward-looking statements except as required by law.

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THE MERGER

Structure of the Merger

On June 3, 2013, FCX and MMR completed the transactions contemplated by the merger agreement by and among MMR, FCX, and Merger Sub. Pursuant to the merger agreement, on June 3, 2013, Merger Sub merged with and into MMR, with MMR surviving the merger as a wholly owned subsidiary of FCX.

Effective Time of the Merger

On June 3, 2013, the certificate of merger was duly filed with the Secretary of State of the State of Delaware and the merger was completed.

Merger Consideration

Each share of MMR common stock issued and outstanding immediately prior to the effective time of the merger, other than any dissenting shares or shares held by FCX and any of its subsidiaries, was converted into the right to receive $14.75 in cash, without interest and 1.15 royalty trust units (the “merger consideration”). As of the date of this prospectus, none of the subject interests associated with the royalty trust units had any reserves classified as proved, probable or possible (other than MMR’s onshore Lineham Creek well) and none of such subject interests had any associated production. Cash was paid in lieu of any fractional royalty trust units, and cash will be paid in lieu of any fractional royalty trust units that would otherwise be issuable upon conversion of convertible securities.

MMR Convertible Securities

Pursuant to the convertible securities’ respective governing instruments, upon the consummation of the merger, each series of the convertible securities became convertible into the type and amount of merger consideration paid in the merger to holders of MMR common stock, on an as-converted basis. As a result of this feature of the convertible securities, FCX, as the acquiror in the merger, will be obligated to deliver royalty trust units to the holders of the convertible securities in the future, at times and in amounts determined by such holders through their exercise of their conversion rights, and certain royalty trust units held by the selling securityholder, a subsidiary of FCX, are available for this purpose.

In addition, the 2017 notes, the 8% preferred stock and the 5.75% preferred stock are entitled to a “make-whole” premium due to the occurrence of the merger, which provides that any conversions of such securities exercised within a designated period following the merger will be made at an increased conversion rate, as set forth in their respective governing documents.

Legal Proceedings

Between December 11, 2012 and December 26, 2012, ten putative class actions challenging the proposed merger of FCX with MMR were filed purportedly on behalf of a class of MMR stockholders by purported MMR stockholders. Nine were filed in the Court of Chancery of the State of Delaware (the “Court of Chancery”). On January 9, 2013, one of the actions was voluntarily dismissed by the plaintiff. On January 25, 2013, the Court of Chancery consolidated the remaining eight actions into a single action, In re McMoRan Exploration Co. Stockholder Litigation, No. 8132-VCN. One action was also filed on December 19, 2012 in the Civil District Court for the Parish of Orleans of the State of Louisiana: Langley v. Moffett et al., No. 2012-11904. The actions name some or all of the following as defendants: MMR and its directors, FCX, the Royalty Trust, subsidiaries of FCX and Plains Exploration & Production Company. The lawsuits allege, among other things, that members of MMR’s board of directors breached their fiduciary duties to MMR’s stockholders because they, among other things, pursued their own interests at the expense of stockholders, failed to maximize stockholder value with respect to the merger and failed to disclose material facts regarding the merger. These lawsuits seek, among other things, an injunction barring or rescinding the merger, damages and attorney’s fees and costs.

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On May 6, 2013, the parties in In re McMoRan Exploration Co. Stockholder Litigation entered into a memorandum of understanding (the MOU) setting forth an agreement to settle the action. The settlement will be subject to, among other things, the execution of a stipulation of settlement by the parties, and final approval by the Court of Chancery. Upon final approval of the settlement by the Court of Chancery, the consolidated action will be dismissed with prejudice and all defendants will be released from any and all claims concerning the MMR Merger as described in the MOU judicial approval.

The action titled Langley v. Moffett et al., No. 2012-11904, filed on December 19, 2012, in the Civil District Court for the Parish of Orleans of the State of Louisiana, was stayed pending final disposition of the consolidated Delaware action.

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USE OF PROCEEDS

None of FCX, the selling securityholder or the Royalty Trust will receive any proceeds from the delivery of the royalty trust units by the selling securityholder, a subsidiary of FCX, to holders of the convertible securities upon conversion.

PLAN OF DISTRIBUTION

The royalty trust units offered and sold pursuant to this prospectus will be delivered by the selling securityholder, a subsidiary of FCX, directly to the holders of the convertible securities upon conversion. FCX and the Royalty Trust are required to pay all fees and expenses incident to the registration of the royalty trust units to be offered pursuant to this prospectus in accordance with the terms of the amended and restated trust agreement of the Royalty Trust.

PRICE RANGE OF ROYALTY TRUST UNITS

The royalty trust units currently are not listed on a national securities exchange. The royalty trust units are expected to be quoted on the OTCQX. Quotations on the OTCQX will reflect bid and ask quotations, may reflect inter-dealer prices, without retail markup, markdown or commission, and may not represent actual transactions. Prior to June 3, 2013, there were no royalty trust units outstanding. As of the date of this prospectus, there is no trading price history for the royalty trust units.

As of June 3, 2013, the Royalty Trust has approximately 6,390 record holders of the royalty trust units. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various brokers, banks, trusts or other nominees.

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THE ROYALTY TRUST

The Royalty Trust is a statutory trust created by FCX under the Delaware Statutory Trust Act pursuant to a trust agreement entered into on December 18, 2012, between FCX, as depositor, Wilmington Trust, National Association, as Delaware trustee and certain officers of FCX, as regular trustees. The Royalty Trust was created to hold certain overriding royalty interests (the “royalty interests”) in hydrocarbons saved and produced from MMR’s shallow water Gulf of Mexico and onshore Gulf Coast ultra-deep exploration prospects (the “subject interests”). MMR owns less than 100% of the working interest in each of the subject interests. On May 29, 2013, Wilmington Trust, National Association, was replaced by BNY Trust of Delaware, as Delaware trustee, through an action of the depositor. Effective June 3, 2013, the regular trustees were replaced by The Bank of New York Mellon Trust Company, N.A., as trustee. On June 3, 2013, in connection with the closing of the merger, a subsidiary of MMR conveyed the overriding royalty interests to the Royalty Trust.

Since 2008, MMR’s ultra-deep drilling activities (below the salt weld, i.e., the listric fault) have confirmed MMR’s geologic model and the highly prospective nature of this emerging geologic trend. Data from seven wells drilled to date tie geologic formations encountered below the salt weld to productive zones onshore, in the deepwater Gulf of Mexico and in Mexico. Each of these seven wells is included in the subject interests, along with additional exploration prospects that will also be burdened by the Royalty Trust. To date, only the Davy Jones No. 1 well has been completed and efforts continue to obtain a measurable flow rate. As such, the subject interests remain “exploration concepts” and further drilling and flow testing will be required to determine the commercial potential of the subject interests.

AS OF THE DATE OF THIS PROSPECTUS, NONE OF THE SUBJECT INTERESTS ASSOCIATED WITH THE ROYALTY TRUST UNITS HAD ANY RESERVES CLASSIFIED AS PROVED, PROBABLE OR POSSIBLE (OTHER THAN THE LINEHAM CREEK WELL) AND NONE OF SUCH SUBJECT INTERESTS HAD ANY ASSOCIATED PRODUCTION. The Royalty Trust has no ability to influence the exploration or development of the subject interests. In addition, FCX is under no obligation to fund or to commit any other resources to the exploration or development of the subject interests.

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DESCRIPTION OF THE SUBJECT INTERESTS

The “subject interests” consist of 20 ultra-deep (target depths generally greater than 18,000 total vertical depth) prospects. The offshore “subject interests” consist of the following: (1) Barataria; (2) Barbosa; (3) Blackbeard East; (4) Blackbeard West; (5) Blackbeard West #3; (6) Bonnet; (7) Calico Jack; (8) Captain Blood; (9) Davy Jones; (10) Davy Jones West; (11) Drake; (12) England; (13) Hook; (14) Hurricane; (15) Lafitte; (16) Morgan; and (17) Queen Anne’s Revenge. The onshore “subject interests” consist of the following: (1) Highlander; (2) Lineham Creek; and (3) Tortuga. All of the subject interests are located in relatively shallow waters offshore of the state of Louisiana, or onshore in Louisiana. MMR does not own 100% of the working interest of any of the subject interests. The 5% gross overriding royalty interests in hydrocarbons saved and produced from the subject interests burden all of MMR’s current leasehold interests associated with such prospects, and will burden any leasehold interests associated with such prospects which are acquired by MMR on or before December 5, 2017 as reflected in the table below (subject to MMR’s right to dispose of its working interest to a percentage not less than the estimated working interests set forth in the table below). Each of the 5% gross overriding royalty interests has been, or will be, proportionately reduced based on MMR’s working interest to equal the product of 5% multiplied by a fraction, the numerator of which is the working interest held by MMR and its affiliates in the applicable subject interest (subject to a cap equal to MMR’s estimated working interest (equal to the working interest MMR owns or expects to acquire and as set forth in the table below) in each subject interest, on a prospect by prospect basis) and the denominator of which is 100% as reflected in the table below. As of December 5, 2012, the date of the merger agreement, the subject interests comprised all of MMR’s ultra-deep prospects and, as of the date of this prospectus, none of the subject interests had any reserves classified as proved, probable or possible (other than the Lineham Creek well) and none of the subject interests had any associated production. Additional ultra-deep prospects developed by MMR will not be included in the subject interests. As of the date of this prospectus, MMR’s independent reserve engineers have assigned initial estimates of 12.9 Bcfe of net proved reserves, 46.6 Bcfe of net probable reserves and 82.2 Bcfe of net possible reserves, associated with interim drilling results through December 31, 2012, from the sands encountered above 24,000 feet in the Lineham Creek well, located on one of the onshore subject interests.

Subject Interest Name	Estimated Working Interest			Operator	Estimated Overriding Royalty Interest (5% proportionately reduced to reflect the Estimated Working Interest)
Davy Jones		63.40	%	McMoRan		3.17	%
Blackbeard East		72.00	%	McMoRan		3.6	%
Lafitte		72.00	%	McMoRan		3.6	%
Blackbeard West		69.40	%	McMoRan		3.47	%
England		36.00	%	Undetermined		1.8	%
Barbosa		72.00	%	McMoRan		3.6	%
Morgan		72.00	%	McMoRan		3.6	%
Barataria		72.00	%	McMoRan		3.6	%
Blackbeard West #3		69.40	%	McMoRan		3.47	%
Drake		72.00	%	McMoRan		3.6	%
Davy Jones West		36.00	%	McMoRan		1.8	%
Hurricane		72.00	%	McMoRan		3.6	%
Hook		72.00	%	McMoRan		3.6	%
Captain Blood		72.00	%	McMoRan		3.6	%
Bonnet		72.00	%	McMoRan		3.6	%
Queen Anne’s Revenge		72.00	%	McMoRan		3.6	%
Calico Jack		36.00	%	McMoRan		1.8	%
Highlander		72.00	%	McMoRan		3.6	%
Lineham Creek		36.00	%	Chevron		1.8	%
Tortuga		72.00	%	McMoRan		3.6	%

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Ultra-Deep Oil and Gas Prospects Acreage. At March 31, 2013, MMR owned or controlled interests in approximately 534 oil and gas leases in the Gulf of Mexico and onshore Louisiana, covering approximately 385,000 gross acres (240,000 net acres to MMR’s interests), associated with MMR’s ultra-deep prospects which are included in the subject interests. Approximately 66,000 net acres owned by MMR and associated with MMR’s ultra-deep prospects are scheduled to expire in 2013, a portion of which MMR expects to retain by drilling operations or other means. Of the acreage expected to be allowed to expire, approximately 12,000 net acres would have no impact on the specified resource potential, and approximately 4,000 net acres, if the acreage is not reacquired in the future, would reduce the gross unrisked potential of certain prospects from approximately 18 tcfe to approximately 14 tcfe. No specific production volumes associated with the expiring leases has been included in the projections.

The following table shows the oil and gas acreage associated with MMR’s ultra-deep prospects in which MMR owned interests as of March 31, 2013.*

	Developed				Undeveloped
	Gross Acres		Net Acres		Gross Acres		Net Acres
Offshore (federal waters)		0		0		255,505		161,389
Onshore Louisiana		0		0		55,442		28,085
Total at March 31, 2013		0		0		310,947		189,474

* In addition, MMR controls approximately 74,500 gross acres (50,600 net acres) by options to lease.

Ultra-Deep Exploration and Development Activities. Since 2008, MMR’s drilling activities in the shallow waters of the Gulf of Mexico below the salt weld (i.e. listric fault) have successfully confirmed MMR’s geologic model and the highly prospective nature of this emerging geologic trend. The data from seven wells drilled to date indicate the presence below the salt weld of geologic formations including Upper/Middle/Lower Miocene, Frio, Vicksburg, Jackson, Yegua, Sparta carbonate, Wilcox, Tuscaloosa and Cretaceous carbonate, which have been prolific onshore, in the deepwater Gulf of Mexico and in international locations. The results of these activities indicate the potential for a major new geologic trend spanning 200 miles in the shallow waters of the Gulf of Mexico and onshore in the Gulf Coast area. Further drilling and flow testing will be required to determine the ultimate potential of this new trend.

MMR has incurred drilling and other related costs for in-progress and/or unproven exploratory wells totaling approximately $1.2 billion at March 31, 2013. In addition, its allocated costs for the working interests acquired in properties associated with MMR’s current in-progress and unproven wells totaled $693.5 million at March 31, 2013.

Lineham Creek Onshore Well

The Lineham Creek exploration prospect, which is located onshore in Cameron Parish, Louisiana has been drilled to a total vertical depth of 29,424 feet. The well recently encountered a mechanical issue. In November 2012, the well encountered pay sands above 24,000 feet, as identified by wireline logs. Independent reserve engineers retained by MMR have assigned initial estimates of proved, probable and possible reserves associated with interim drilling results through December 31, 2012, from the sands encountered above 24,000 feet in this ultra-deep exploratory well including 12.9 Bcfe of net proved reserves, 46.6 Bcfe of net probable reserves and 82.2 Bcfe of net possible reserves. These proved reserves are believed to be the first proved reserves to be recorded in the sub-salt, ultra-deep trend. Development plans will be determined following completion of drilling and evaluation of the well’s deeper objectives. The well, which is targeting Eocene and Paleocene objectives below the salt weld, has a proposed total depth of 30,500 feet. MMR is participating for a 36.0 percent working interest. MMR’s investment in Lineham Creek totaled $62.4 million at March 31, 2013.

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Lomond North Onshore Well

The Lomond North ultra-deep prospect, which is located onshore in the Highlander area, primarily in St. Martin Parish, Louisiana, is currently drilling below 20,300 feet. This exploratory well has a proposed total depth of 30,000 feet and is targeting Eocene, Paleocene and Cretaceous objectives below the salt weld. MMR controls rights to approximately 80,000 gross acres in Iberia, St. Martin, Assumption and Iberville Parishes, Louisiana. MMR is operator and currently holds a 72.0 percent working interest. MMR’s investment in Lomond North totaled $66.8 million at March 31, 2013.

Davy Jones

Davy Jones No. 1 completion activities initiated in the fourth quarter of 2011, and initial flow testing procedures were attempted in March 2012; however, MMR encountered mechanical issues with the well’s originally designed perforating equipment. Subsequent activities to flow the well were conducted in 2012, and additional procedures to achieve a measurable flow are required. Future plans will incorporate data gained to date at Davy Jones as well as core and log data from the in progress well at Lineham Creek, located onshore approximately 50 miles northwest of Davy Jones. The rig was moved off location in February 2013 while a large-scale hydraulic fracture treatment is designed to penetrate the Wilcox reservoirs to facilitate hydrocarbon movement into the wellbore. MMR’s investment in well drilling, completion and other costs specifically attributable to Davy Jones No. 1 approximated $339.4 million as of March 31, 2013.

Long-lead equipment required for completing and testing Davy Jones No. 2 is expected to be available in the third quarter of 2013. Davy Jones is located on a 20,000 acre structure that has multiple additional drilling opportunities.

MMR expects to commence operations at the Davy Jones complex prior to July 24, 2013 or request approval of a lease expiration extension by the Bureau of Safety and Environmental Enforcement of the United States Department of the Interior (BSEE).

MMR has drilled two sub-salt wells in the Davy Jones field. The Davy Jones No. 1 well logged 200 net feet of pay in multiple Wilcox sands, which were all full to base. The Davy Jones offset appraisal well (Davy Jones No. 2), which is located two and a half miles southwest of Davy Jones No. 1, confirmed 120 net feet of pay in multiple Wilcox sands, indicating continuity across the major structural features of the Davy Jones prospect, and also encountered 192 net feet of potential hydrocarbons in the Tuscaloosa and Lower Cretaceous carbonate sections.

MMR is the operator and holds a 63.4 percent working interest and a 50.2 percent net revenue interest in Davy Jones. MMR’s total investment in Davy Jones, which includes $474.8 million in allocated property acquisition costs, totaled approximately $1 billion at March 31, 2013.

Blackbeard East

The Blackbeard East ultra-deep exploration by-pass well, which is located on South Timbalier Block 144 in 80 feet of water, was drilled to a total depth of 33,318 feet in January 2012. Exploration results from the well indicate the presence of hydrocarbons below the salt weld in geologic formations including Upper/Middle Miocene, Frio, Vicksburg, and Sparta carbonate. MMR’s lease rights to South Timbalier Block 144 were scheduled to expire on August 17, 2012. Prior to the expiration, MMR submitted an application for Suspension of Production (SOP) to the BSEE to allow MMR to continue to hold its rights to the lease. In addition, MMR subsequently submitted to BSEE an Application for Permit Modification (APM) related to its development plans for Blackbeard East to test and complete the Middle Miocene sands in the South Timbalier 144 #1 BP1 well. In April 2013 BSEE approved MMR’s APM for completion of the Blackbeard East well. MMR continues to pursue, with BSEE, approval of a unit to facilitate development of the Blackbeard East prospect. The unit would consist of South Timbalier Blocks 144, 145, 164 and 165. MMR continues to hold its rights to the South Timbalier 144

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lease while the SOP application is under administrative consideration by BSEE. MMR’s ability to continue to preserve its interest in the South Timbalier 144 lease will require final approval of the SOP from BSEE, and our ability to continue to preserve the entirety of the Blackbeard East prospect will require final approval by BSEE of the SOP and the unit.

MMR holds a 72.0 percent working interest and a 57.4 percent net revenue interest in Blackbeard East. MMR’s total investment in Blackbeard East, which includes $130.5 million in allocated property acquisition costs, totaled $311.4 million at March 31, 2013.

Lafitte

The Lafitte ultra-deep exploration well, which is located on Eugene Island Block 223 in 140 feet of water, was drilled to a total depth of 34,162 feet in March 2012. Exploration results from the well indicate the presence of hydrocarbons below the salt weld in geologic formations including Middle/Lower Miocene, Frio, Upper Eocene, and Sparta carbonate. MMR’s lease rights to Eugene Island Block 223 were scheduled to expire on October 8, 2012. Prior to the lease expiration, MMR submitted its initial development plans to complete and test the Jackson/Yegua sands in the upper Eocene for Lafitte to the BSEE. This completion will require the development of 30,000 psi equipment. MMR continues to hold its rights to this lease while the development plans are under administrative consideration by the BSEE.

MMR holds a 72.0 percent working interest and a 58.3 percent net revenue interest in Lafitte. MMR’s total investment in Lafitte, which includes $35.8 million in allocated property acquisition costs, totaled $198.3 million at March 31, 2013.

Blackbeard West Unit

The Blackbeard West No. 1 well was drilled to a total depth of 32,997 feet in October 2008 and logs below 30,067 feet indicated potential hydrocarbon bearing zones measuring 220 net feet requiring further evaluation. The well has been temporarily abandoned while MMR evaluates whether to drill deeper or complete the well to test the existing zones. MMR’s lease rights to the Blackbeard West Unit (including Blackbeard West No. 1) are currently held by activities associated with Blackbeard West No. 2 (discussed below) while its evaluation of Blackbeard West No. 1 continues. MMR holds a 69.4 percent working interest and a 56.5 percent net revenue interest in Blackbeard West No. 1. MMR’s investment in the Blackbeard West No. 1 drilling costs approximated $31.1 million at March 31, 2013.

The Blackbeard West No. 2 ultra-deep exploration well on Ship Shoal Block 188 was drilled to a total depth of 25,584 feet in January 2013. Through logs and core data, MMR has identified three potential hydrocarbon bearing Miocene sand sections between approximately 20,800 and 24,000 feet. Initial completion efforts are expected to focus on the development of approximately 50 net feet of laminated sands in the Middle Miocene located at approximately 24,000 feet. Additional development opportunities in the well bore include approximately 80 net feet of potential low-resistivity pay at approximately 22,400 feet and an approximate 75 foot gross section at approximately 20,900 feet. Pressure and temperature data indicate that a completion at these depths could utilize conventional equipment and technologies. MMR holds a 69.4 percent working interest and a 53.1 percent net revenue interest in Ship Shoal Block 188. MMR’s investment in Blackbeard West No. 2 totaled $92.9 million at March 31, 2013. In addition, MMR has approximately $27.6 million of leasehold costs for the Blackbeard West unit resulting from allocated property acquisition costs.

Hurricane Deep

The Hurricane Deep well, which is located in 12 feet of water on South Marsh Island Block 217, was drilled to a total depth of 21,378 feet in July 2011. Log results indicated the presence of Operc and Gyro sands in areas not subject to the override that MMR determined could be pursued in an updip location. The well has been

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temporarily abandoned to preserve the wellbore while MMR evaluates opportunities to sidetrack or deepen the well. MMR’s total investment in Hurricane Deep, which includes $24.8 million in allocated property acquisition costs, totaled $55.5 million at March 31, 2013.

If current or future activities are not successful in generating production that will allow MMR to recover all or a portion of our investment in any of our in-progress and/or unproven wells, MMR may be required to write down its investment in such properties to their estimated fair value.

Ultra-Deep Exploratory and Development Drilling. As of December 31, 2012, there were no productive or dry exploratory or development wells associated with the ultra-deep prospects, which does not include 9 gross (6.2 net) in-progress wells at December 31, 2012, 8 gross (5.5 net) in-progress wells at December 31, 2011 and 6 gross (3.9 net) in-progress wells at December 31, 2010. There are no updates for March 31, 2013.

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DESCRIPTION OF THE ROYALTY INTERESTS

The royalty interests conveyed to the Royalty Trust consist of overriding royalty interests in hydrocarbons saved and produced from certain MMR shallow water Gulf of Mexico and onshore Gulf Coast ultra-deep exploration prospects.

An overriding royalty interest in general represents a non-operating interest in an oil and gas property that provides the owner a specified share of production without any related operating expenses or development costs and is carved out of an oil and gas lessee’s working or cost-bearing interest under the lease. A working or cost-bearing interest in general represents an operating interest in an oil and gas property that provides the owner a specified share of production that is subject to all production expense and development costs. An owner of a working or cost-bearing interest, subject to the terms of applicable operating agreements, generally has the right to participate in the selection of a prospect, drilling location, or drilling contractor, to propose the drilling of a well, to determine the timing and sequence of drilling operations, to commence or shut down production, to take over operations, or to share in any operating decision. An owner of an overriding royalty interest in general has none of the rights described in the preceding sentence, and holders of royalty trust units will not have such rights. Unlike royalty interests that are retained by the mineral rights owner that grants the leasehold, an “overriding” royalty is generally granted to a party that does not own any interest in the underlying minerals, and the overriding royalty interest expires when production ceases and the lease terminates. Additionally, an owner of a working interest may generally decline participation in any operation and allow other consenting working interest owners to conduct such operations, as provided under the applicable operating agreement. In such instances, the overriding royalty interest owner generally would not be entitled to its share of production until the consenting working interest owners recoup a multiple of costs incurred with respect to such operations as set forth in the applicable operating agreement.

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The overriding royalty interest in the subject interests is a 5% gross overriding royalty interest (proportionately reduced based on MMR’s working interest to equal the product of 5% multiplied by a fraction, the numerator of which is the working interest held by MMR and its affiliates in the applicable subject interest (subject to a cap equal to MMR’s estimated working interest (equal to the working interest MMR owns or expects to acquire and as set forth herein) in each subject interest, on a prospect by prospect basis) and the denominator of which is 100%) in hydrocarbons saved and produced from certain MMR shallow water Gulf of Mexico and onshore Gulf Coast ultra-deep exploration prospects. MMR owns less than 100% of the working interest in each of the subject interests. The table below reflects MMR’s estimated working interest (equal to the working interest MMR owns or expects to acquire) in each of the subject interests.

Subject Interest Name	Estimated Working Interest
Davy Jones		63.40	%
Blackbeard East		72.00	%
Lafitte		72.00	%
Blackbeard West		69.40	%
England		36.00	%
Barbosa		72.00	%
Morgan		72.00	%
Barataria		72.00	%
Blackbeard West #3		69.40	%
Drake		72.00	%
Davy Jones West		36.00	%
Hurricane		72.00	%
Hook		72.00	%
Captain Blood		72.00	%
Bonnet		72.00	%
Queen Anne’s Revenge		72.00	%
Calico Jack		36.00	%
Highlander		72.00	%
Lineham Creek		36.00	%
Tortuga		72.00	%

Pursuant to the merger agreement, on June 3, 2013, MMR conveyed to the Royalty Trust pursuant to a master conveyance agreement (the “master conveyance”) the overriding royalty interests in the subject interests. The overriding royalty interest conveyed to the Royalty Trust applies only to those hydrocarbons saved and produced from the MMR shallow water Gulf of Mexico and onshore Gulf Coast ultra-deep exploration prospects, as discussed above and as specifically set forth in the applicable recordable conveyance.

The overriding royalty interests are free and clear of any and all drilling, development and operating costs and expenses (except that the overriding royalty interests bear a proportional share of costs incurred for activities downstream of the wellhead for gathering, transporting, compressing, treating, handling, separating, dehydrating or processing the produced hydrocarbons prior to their sale, and certain production, severance, sales, excise and similar taxes related to the sale of the produced hydrocarbons and property or ad valorem taxes to the extent assessed on the subject interests, (the “specified post-production costs” and “specified taxes,” respectively). The overriding royalty interests hydrocarbons are valued at the wellhead (after deduction or withholding of specified taxes and less any specified post-production costs) and neither MMR nor FCX has any duty to transport or market the produced hydrocarbons away from the wellhead without cost. The overriding royalty interest hydrocarbons are subject to and bear production and other like taxes.

The Royalty Trust has no ability to influence the exploration or development of the subject interests, and FCX has no obligation to commit or expend drilling, exploration or development capital with respect to the subject interests. In addition, FCX has the right to elect not to participate in drilling or other operations conducted by other working interest owners with respect to the subject interests.

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DESCRIPTION OF THE ROYALTY TRUST AGREEMENT

On June 3, 2013, an amended and restated trust agreement with respect to the trust was entered into by the depositor and the trustees. From that date, the Royalty Trust and the respective rights and obligations of FCX, the trustees and the Royalty Trust unitholders with respect to the Royalty Trust are governed by the amended and restated trust agreement (the “amended and restated trust agreement”). The following discussion summarizes material terms of the amended and restated trust agreement. You are urged to read carefully the full text of the amended and restated trust agreement, a copy of which has been filed as an exhibit to the registration statement of which this prospectus forms a part.

Creation and Organization of the Royalty Trust. The Royalty Trust was created under the Delaware Statutory Trust Act pursuant to a trust agreement entered into on December 18, 2012 between FCX, as depositor, Wilmington Trust, National Association, as Delaware trustee and certain officers of FCX, as regular trustees. On May 29, 2013, Wilmington Trust, National Association, was replaced by BNY Trust of Delaware, as Delaware trustee, through an action of the depositor. Effective June 3, 2013, the regular trustees were replaced by The Bank of New York Mellon Trust Company, N.A., as trustee.

Upon the execution of the amended and restated trust agreement, the Royalty Trust issued 230,172,696 royalty trust units, which includes royalty trust units held by a subsidiary of FCX for the satisfaction of conversions of the convertible securities. The make-whole premiums applicable to the convertible securities, which are available for a limited time after the closing of the merger, account for approximately 3,318,807, or 1.4%, of the royalty trust units issued. The convertible security holders may choose not to convert and FCX will retain any royalty trust units that are not issued to these outstanding convertible security holders.

The Royalty Trust was created to acquire and hold the royalty interests for the benefit of the Royalty Trust unitholders. The royalty interests are passive in nature, and neither the trustees nor the Royalty Trust unitholders has any control over or responsibility for any costs relating to the drilling, development or operation of the subject interests. None of FCX, MMR or any other operators of the underlying properties included in the subject interests has any contractual commitments to the Royalty Trust to conduct drilling on the underlying properties or to maintain their ownership interest in any of these underlying properties. For a description of the royalty interests and the subject interests and other information relating to them, see the sections entitled “Description of the Royalty Interests” beginning on page 27 and “Description of the Subject Interests” beginning on page 22.

The beneficial interest in the Royalty Trust was divided into 230,172,696 royalty trust units, and each royalty trust unit represents an equal undivided portion of the beneficial interest in the Royalty Trust. Pursuant to the merger agreement, holders of MMR common stock received 1.15 royalty trust units for each share of MMR common stock as consideration for their shares of MMR common stock. For additional information concerning the royalty trust units, see the section entitled “Description of the Royalty Trust Units” beginning on page 33.

Assets of the Royalty Trust. The assets of the Royalty Trust consist of the royalty interests and cash and temporary investments being held for the payment of expenses and liabilities and for distribution to the Royalty Trust unitholders, if any.

Duties and Limited Powers of the Trustee. The duties of the trustee are specified in the amended and restated trust agreement and by the laws of the State of Delaware. The trustee’s principal duties consist of:

• collecting income attributable to the royalty interests;

• paying expenses, charges and obligations of the Royalty Trust from the Royalty Trust’s income and assets;

• distributing distributable income to the Royalty Trust unitholders; and

• prosecuting, defending or settling any claim of or against the trustee, the Royalty Trust or the royalty interests, including the authority to dispose of or relinquish title to any of the royalty interests that are the subject of a dispute upon the receipt of sufficient evidence regarding the facts of such dispute.

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The trustee has no authority to incur any contractual liabilities on behalf of the Royalty Trust that are not limited solely to claims against the assets of the Royalty Trust.

If a liability is contingent or uncertain in amount or not yet currently due and payable, the trustee may create a cash reserve to pay for the liability. If the trustee determines that the cash on hand and the cash to be received are insufficient to cover expenses or liabilities of the Royalty Trust, the trustee may borrow funds required to pay those expenses or liabilities. The trustee may borrow the funds from any person, including FCX or itself. The trustee may also encumber the assets of the Royalty Trust to secure payment of the indebtedness. If the trustee borrows funds to cover expenses or liabilities, the Royalty Trust unitholders will not receive distributions until the borrowed funds are repaid. FCX has agreed to lend money to the Royalty Trust to fund certain of the Royalty Trust’s ordinary administrative expenses in excess of its funds available to pay such expenses and the amount to be paid by FCX, on an unsecured, interest-free basis, as set forth in the amended and restated trust agreement.

The only asset the Royalty Trust may acquire is the royalty interests and the only investment activity the trustee may engage in is the investment of cash on hand.

The trustee has the right to require any Royalty Trust unitholder to dispose of his royalty trust units if an administrative or judicial proceeding seeks to cancel or forfeit any of the property in which the Royalty Trust holds an interest because of the nationality or any other status of a Royalty Trust unitholder. If a Royalty Trust unitholder fails to dispose of his royalty trust units, FCX is obligated to purchase them (up to a cap of $1 million) at a price determined in accordance with a formula set forth in the amended and restated trust agreement.

The trustee is authorized to agree to modifications of the terms of the conveyances of the royalty interests to the Royalty Trust or to settle disputes involving such conveyances, so long as such modifications or settlements do not alter the nature of the royalty interests as rights to receive a share of the oil and gas, or proceeds thereof, from the underlying properties free of any obligation for drilling, development or operating expenses or rights that do not possess any operating rights or are obligations.

Fiduciary Responsibility and Liability of the Trustee. The duties and liabilities of the trustee are set forth in the amended and restated trust agreement and the laws of the State of Delaware. The trustee may not make business decisions affecting the assets of the Royalty Trust. Therefore, substantially all of the trustee’s functions under the amended and restated trust agreement are expected to be ministerial in nature. See the description in the section above entitled “—Duties and Limited Powers of the Trustee.” The amended and restated trust agreement, however, provides that the trustee may:

• charge for its services as trustee;

• retain funds to pay for future expenses and deposit them with one or more banks or financial institutions (which may include the trustee to the extent permitted by law);

• lend funds at commercial rates to the Royalty Trust to pay the Royalty Trust’s expenses; and

• seek reimbursement from the Royalty Trust for its out-of-pocket expenses.

In discharging its duty to Royalty Trust unitholders, the trustee may act in its discretion and is liable to the Royalty Trust unitholders only for willful misconduct, bad faith or gross negligence. The trustee is not liable for any act or omission of its agents or employees unless the trustee acted with willful misconduct, bad faith or gross negligence in its selection and retention. The trustee will be indemnified individually or as the trustee for any liability or cost that it incurs in the administration of the Royalty Trust, except in cases of willful misconduct, bad faith or gross negligence. The trustee has a lien on the assets of the Royalty Trust as security for this indemnification and its compensation earned as trustee. The Royalty Trust unitholders are not liable to the trustee for any indemnification. For more information, see the section entitled “Description of the Royalty Trust Units—Liability of the Royalty Trust Unitholders and the Royalty Trust” beginning on page 34. The trustee ensures that all contractual liabilities of the Royalty Trust are limited to the assets of the Royalty Trust.

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Funding of Administrative Expenses. If the Royalty Trust’s expenses exceed its funds available to pay such expenses, FCX will fund the administrative expenses and reporting obligations of the Royalty Trust and all other expenses, up to a maximum amount of $350,000 per year.

FCX has agreed to lend money to the Royalty Trust to fund certain of the Royalty Trust’s ordinary administrative expenses in excess of its funds available to pay such expenses and the amount to be paid by FCX, on an unsecured, interest-free basis, as set forth in the amended and restated trust agreement.

Amendment of Trust Agreement. Any amendment of the amended and restated trust agreement requires a vote of holders of 66 ²/₃% or more of the outstanding royalty trust units, except that any amendment that would permit the holders of fewer than 80% of the outstanding royalty trust units to approve a sale of all or substantially all of the royalty interests, whether in a single transaction or series of transactions, or to terminate the Royalty Trust requires a vote of holders of 80% (which, after June 3, 2018, shall be reduced to 66 ²/₃%) or more of the outstanding royalty trust units held by persons other than FCX or its subsidiaries. However, FCX and the trustee are permitted to supplement or amend the amended and restated trust agreement, without the approval of the Royalty Trust unitholders, in order to cure any ambiguity, to correct or supplement any provision which may be defective or inconsistent with any other provision thereof, or to change the name of the Royalty Trust, provided that such supplement or amendment does not adversely affect the interests of the Royalty Trust unitholders. In addition, no amendment may:

• alter the purposes of the Royalty Trust or permit the trustee to engage in any business or investment activities other than as specified in the amended and restated trust agreement;

• alter the rights of the Royalty Trust unitholders as among themselves;

• permit the trustee to distribute the royalty interests in kind; or

• adversely affect the rights and duties of the trustee unless such amendment is approved by the trustee.

Compensation of the Trustee. The trustee is entitled to annual compensation of $200,000 (provided that until the first year in which the Royalty Trust receives any payment pursuant to the conveyances of the royalty interests, the annual compensation shall be $150,000), plus reimbursement of its reasonable out-of-pocket expenses incurred in connection with the administration of the Royalty Trust. The trustee’s compensation is paid out of the Royalty Trust assets.

Approval of Matters by Royalty Trust Unitholders. Unless otherwise required by the amended and restated trust agreement, any matter (including unit splits or reverse splits) may be approved by holders of a majority of royalty trust units constituting a quorum, although less than a majority of the royalty trust units then outstanding (including any royalty trust units held by FCX, other than with respect to matters where a conflict of interest between FCX and unaffiliated Royalty Trust unitholder is present). Pursuant to the amended and restated trust agreement, the affirmative vote of the holders of 80% (which, after June 3, 2018, shall be reduced to 66 ²/₃%) of the outstanding royalty trust units held by persons other than FCX or its subsidiaries will be required to terminate the Royalty Trust or approve a sale of all or substantially all of the royalty interests, whether in a single transaction or series of transactions. The affirmative vote of the holders of 66 ²/₃% of the outstanding royalty trust units will be required to (1) amend the amended and restated trust agreement (excluding the requirements for 80% Royalty Trust unitholder approval of dissolution of the Royalty Trust or a sale of all or substantially all of the royalty interests, which requires approval of holders of 80% of the outstanding royalty trust units as discussed above), (2) approve other sales of the assets of the Royalty Trust or (3) approve any amendment, modification, termination or waiver of any rights under the Master Conveyance (or any other instrument of conveyance). The Trustee may be removed, with or without cause, by a vote of the holders of a majority of the outstanding royalty trust units.

FCX Call Rights. FCX will maintain a call right with respect to the outstanding royalty trust units at $10.00 per royalty trust unit, provided that the call right may not be exercised prior to June 3, 2018. In addition, at any

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time after June 3, 2018, if the VWAP (as defined below) per royalty trust unit is equal to $0.25 or less for the immediately preceding consecutive nine-month period, FCX will maintain the right to purchase all, but not less than all, of the outstanding royalty trust units at a price of $0.25 per royalty trust unit so long as FCX tenders payment within 30 days of such nine-month period. “VWAP” per royalty trust unit on any trading day means the market price of one royalty trust unit from the opening of trading on the relevant trading day until the close of trading on the relevant trading day determined, using a volume-weighted average method. If the VWAP of the royalty trust units cannot be determined, the closing price of the royalty trust units for the relevant trading day, on the market or system that the royalty trust units are most commonly quoted or traded, will be substituted for the VWAP.

Duration of the Trust. The Royalty Trust will dissolve on the earlier of (i) June 3, 2033, (ii) the sale of all of the royalty interests, (iii) upon a vote of 80% (which after June 3, 2018, shall be reduced to 66 ²/₃%) or more of the outstanding royalty trust units held by persons other than FCX or any of its affiliates, at a duly called meeting of the Royalty Trust unitholders at which a quorum is present, (iv) upon the election of the Trustee following its resignation for cause (as more fully described in the amended and restated trust agreement) or (v) the exercise of the FCX call rights described in the preceding paragraph. The royalty interests terminate upon the termination of the Royalty Trust, other than in certain limited circumstances where the Royalty Trust has been permitted to transfer the royalty interests to a third party pursuant to the terms of the amended and restated trust agreement (in which case the royalty interests may extend through June 3, 2033).

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DESCRIPTION OF THE ROYALTY TRUST UNITS

General

Each royalty trust unit represents an undivided share of beneficial interest in the Royalty Trust. Each holder of a royalty trust unit has the same rights as the holder of any other royalty trust unit. Upon the execution of the amended and restated trust agreement, the Royalty Trust issued 230,172,696 royalty trust units, which includes royalty trust units held by a subsidiary of FCX for the satisfaction of conversions of the convertible securities. The make-whole premiums applicable to the convertible securities, which are available for a limited time after the closing of the merger, account for approximately 3,318,807, or 1.4%, of the royalty trust units issued. The convertible security holders may choose not to convert and FCX will retain any royalty trust units that are not issued to these outstanding convertible security holders.

Distributions and Income Computations

Each quarter, the trustee will determine the amount of funds available for distribution to the Royalty Trust unitholders. Available funds will equal the excess cash received by the Royalty Trust from the royalty interests and other sources during that quarter (which may, after such time as any of the royalty interests commence generating cash proceeds, include loans from FCX in the circumstances described in the section entitled “Description of the Royalty Trust Agreement—Funding of Administrative Expenses” beginning on page 31, over the Royalty Trust’s liabilities for that quarter. In any event, no distributions will be made until such time as the trustee receives cash proceeds from the royalty interests. Available funds will be reduced by any cash the trustee decides to hold as a reserve against future liabilities. The trustee shall establish a cash reserve equal to such amount. The Royalty Trust unitholders that own their royalty trust units on the close of business on the record date for each calendar quarter (the “quarterly record date”) will receive a pro-rata distribution of the amount of the cash available for distribution generally made 10 business days after the quarterly record date.

Unless otherwise advised by counsel or the IRS, the trustee will record the income and expenses of the Royalty Trust for each quarterly period as belonging to the Royalty Trust unitholders of record on the quarterly record date. The Royalty Trust unitholders will recognize income and expenses for tax purposes in the quarter of receipt or payment by the Royalty Trust, rather than in the quarter of distribution by the Royalty Trust. Minor variances may occur. For example, a reserve could be established in one quarterly period that would not give rise to a tax deduction until a later quarterly period, or an expenditure paid in one quarterly period would be amortized for tax purposes over several quarterly periods. For more information, see the section entitled “U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Consequences of the Ownership and Disposition of the Royalty Trust Units” beginning on page 36.

Transfer of the Royalty Trust Units

The Royalty Trust unitholders are permitted to transfer their royalty trust units in accordance with the amended and restated trust agreement. The trustee will not require either the transferor or transferee to pay a service charge for any transfer of a trust unit. The trustee may require payment of any tax or other governmental charge imposed for a transfer. The trustee may treat the owner of any royalty trust unit as shown by its records as the owner of the royalty trust unit. The trustee will not be considered to know about any claim or demand on a royalty trust unit by any party except the record owner. A person who acquires a royalty trust unit after any quarterly record date will not be entitled to the distribution relating to that quarterly record date. Delaware law will govern all matters affecting the title, ownership or transfer of royalty trust units.

Periodic Reports

Within 45 days following the end of each of the first three quarters, the Royalty Trust will mail to each Royalty Trust unitholder of record on a quarterly record date a report, which may be a copy of the Royalty Trust’s quarterly report on Form 10-Q, showing the assets, liabilities and distributable income of the Royalty

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Trust for the quarter. Within 90 days following the end of each year, the Royalty Trust will mail to the Royalty Trust unitholders of record, as of a date to be selected by the trustee, an annual report, which may be a copy of the Royalty Trust’s annual report on Form 10-K, containing audited financial statements of the Royalty Trust. In each case, the foregoing obligations shall be deemed satisfied if the trustee files a copy of the Royalty Trust’s annual report on Form 10-K and a copy of the Royalty Trust’s quarterly reports on Form 10-Q on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system maintained by the SEC or otherwise makes such reports publicly available on an Internet website that is generally available to the public.

The Royalty Trust will file all required Royalty Trust federal and state income tax and information returns. Within 75 days following the end of each fiscal year, the Royalty Trust will prepare and mail to each Royalty Trust unitholder of record on a quarterly record date during such year a report in reasonable detail with the information that Royalty Trust unitholders need to correctly report their share of the income and deductions of the Royalty Trust.

Each Royalty Trust unitholder and his representatives may examine, for any proper purpose, during reasonable business hours the records of the Royalty Trust and the trustee.

Liability of the Royalty Trust Unitholders and the Royalty Trust

Under the Delaware Statutory Trust Act, Royalty Trust unitholders are entitled to the same limitation of personal liability extended to stockholders of private corporations for profit under the DGCL. No assurance can be given, however, that the courts in jurisdictions outside of Delaware will give effect to such limitation.

Since the Royalty Trust does not conduct an active business and the trustee has little power to incur obligations, it is expected that the Royalty Trust will only incur liabilities for routine administrative expenses, such as the trustee’s fees and accounting, engineering, legal, tax advisory and other professional fees.

Voting Rights of the Royalty Trust Unitholders

The Royalty Trust unitholders’ voting rights are more limited than those of stockholders of most public corporations. For example, there is no requirement for annual meetings of Royalty Trust unitholders or for annual or other periodic re-election of the trustee.

The trustee or Royalty Trust unitholders owning at least 15% of the outstanding royalty trust units are permitted to call meetings of Royalty Trust unitholders. Meetings must be held in New York, New York. Written notice setting forth the time and place of the meeting and the matters proposed to be acted upon must be given to all of the Royalty Trust unitholders of record as of a record date set by the trustee at least 20 days and not more than 60 days before the meeting. The presence in person or by proxy of Royalty Trust unitholders representing a majority of royalty trust units outstanding will constitute a quorum. Each Royalty Trust unitholder will be entitled to one vote for each royalty trust unit owned.

Unless otherwise required by the amended and restated trust agreement, any matter (including unit splits or reverse splits) may be approved by holders of a majority of royalty trust units constituting a quorum, although less than a majority of the royalty trust units then outstanding (including any royalty trust units held by FCX, other than with respect to matters where a conflict of interest between FCX and an unaffiliated Royalty Trust unitholder is present). The affirmative vote of the holders of 80% (which, after June 3, 2018, shall be reduced to 66 ²/₃%) of the outstanding royalty trust units held by persons other than FCX or its subsidiaries will be required to terminate the Royalty Trust or approve a sale of all or substantially all of the royalty interests, whether in a single transaction or series of transactions. The affirmative vote of the holders of 66 ²/₃% of the outstanding royalty trust units will be required to (1) amend an amended and restated trust agreement (excluding the requirements for 80% Royalty Trust unitholder approval of dissolution of the Royalty Trust or a sale of all or substantially all of the royalty interests, which requires approval of holders of 80% of the outstanding royalty

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trust units), (2) approve other sales of the assets of the Royalty Trust or (3) approve any amendment, modification, termination or waiver of any rights under the master conveyance (or any other instrument of conveyance). The trustee may be removed, with or without cause, by a vote of the holders of a majority of the outstanding royalty trust units.

Any action required or permitted to be authorized or taken at any meeting of Royalty Trust unitholders may be taken without a meeting, without prior notice and without a vote if a consent in writing setting forth the authorization or action taken is signed by Royalty Trust unitholders holding royalty trust units representing not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all royalty trust units entitled to vote thereon were present and voted.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

U.S. Federal Income Tax Consequences of the Ownership and Disposition of the Royalty Trust Units

The following discussion is a general summary of the material U.S. federal income tax considerations of the ownership and disposition of the royalty trust units. The following discussion does not address any aspects of U.S. taxation other than U.S. federal income taxation. This discussion does not address any U.S. federal estate or gift tax laws or any foreign, state or local tax consequences of the ownership and disposition of royalty trust units.

FCX AND THE ROYALTY TRUST URGE YOU TO CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES TO YOU OF THE OWNERSHIP AND DISPOSITION OF THE ROYALTY TRUST UNITS, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX LAWS (INCLUDING CHANGES IN APPLICABLE TAX LAWS AND ANY PENDING OR PROPOSED LEGISLATION) IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES.

All references to “Royalty Trust unitholders” (including U.S. Royalty Trust unitholders and non-U.S. Royalty Trust unitholders as defined below) are to beneficial owners of the royalty trust units. This summary does not address the effect of the U.S. federal estate or gift tax laws or the tax considerations arising under the law of any state, local or non-U.S. jurisdiction. Moreover, the discussion does not address all aspects of U.S. federal income taxation that may be relevant to a Royalty Trust unitholder in light of that holder’s particular circumstances or to a holder subject to special rules (such as a bank, insurance company or other financial institution, broker or dealer in securities or commodities, regulated investment company, real estate investment trust, tax-exempt organization, person subject to the alternative minimum tax, trader in securities that elects to use a mark-to-market method of accounting for its securities holdings, “controlled foreign corporation” or “passive foreign investment company,” person that is an S-corporation, partnership or other pass-through entity, person that own its interest in the royalty trust units through an S-corporation, partnership or other pass-through entity, person that at any time own more than 5% of the aggregate fair market value of the royalty trust units, expatriate and certain former citizen or long-term resident of the United States, U.S. person whose functional currency is not the U.S. dollar, person who hold the royalty trust units as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction, or person deemed to sell the royalty trust units under the constructive sale provisions of the Code. This discussion is based on the Code, applicable Treasury regulations, administrative interpretations and court decisions, each as in effect as of the date of this prospectus and all of which are subject to change, possibly with retroactive effect.

Accordingly, Royalty Trust unitholders are encouraged to consult their own tax advisor as to the particular consequences to them of the ownership and disposition of an investment in royalty trust units, including the applicability of any U.S. federal income, federal estate or gift tax, state, local and foreign tax laws, changes in applicable tax laws and any pending or proposed legislation.

No ruling has been requested from the IRS regarding any matter affecting the royalty trust or Royalty Trust unitholders. Instead, the Royalty Trust relies on opinions of counsel. Unlike a ruling, an opinion of counsel represents only that counsel’s best legal judgment and does not bind the IRS or the courts. Accordingly, the opinions and statements made herein may not be sustained by a court if contested by the IRS. Any contest of this sort with the IRS may materially and adversely impact the market for the royalty trust units and the prices at which royalty trust units trade. Furthermore, the tax treatment of the Royalty Trust, or of an investment in the Royalty Trust, may be significantly modified by future legislative or administrative changes or court decisions. Any modifications may or may not be retroactively applied.

All statements as to matters of law and legal conclusions, but not as to factual matters, contained in this section, unless otherwise noted, are the opinion of Weil, Gotshal & Manges LLP and are based on the accuracy of the representations made by MMR and the Royalty Trust.

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As used herein, the term “U.S. Royalty Trust unitholder” means a beneficial owner of royalty trust units that for U.S. federal income tax purposes is:

• an individual who is a citizen or a resident of the United States for U.S. federal income tax purposes;

• a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, a state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if it is subject to the primary supervision of a U.S. court and the control of one or more U.S. persons (as defined for U.S. federal income tax purposes) or that has a valid election in effect under applicable U.S. treasury regulations to be treated as a U.S. person.

The term “non-U.S. Royalty Trust unitholder” means any beneficial owner of a royalty trust unit, other than an entity that is classified for U.S. federal income tax purposes as a partnership, that is not a U.S. Royalty Trust unitholder.

If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of royalty trust units, the tax treatment of a partner in the partnership depends upon the status of the partner and the activities of the partnership. A Royalty Trust unitholder that is a partnership, and the partners in such partnership, should consult their own tax advisors about the U.S. federal income tax consequences of owning and disposing of royalty trust units.

Classification and Taxation of the Royalty Trust

In the opinion of Weil, Gotshal & Manges LLP, for U.S. federal income tax purposes, the Royalty Trust will be treated as a grantor trust and not as an unincorporated business entity. As a grantor trust, the Royalty Trust will not be subject to tax at the Royalty Trust level. Rather, the Royalty Trust unitholders will be considered to own and receive the Royalty Trust’s assets and income and will be directly taxable thereon as though no trust were in existence. A grantor trust files an information return, reporting all items of income or deduction which must be included in the tax returns of the Royalty Trust unitholders based on their respective accounting methods and taxable years without regard to the accounting method and tax year of the Royalty Trust. Each Royalty Trust unitholder, depending upon its accounting method, will recognize taxable income when the Royalty Trust receives or accrues it, even if it is not distributed until later.

If the Royalty Trust were classified as a business entity, it would be taxable as a partnership unless it failed to meet certain qualifying income tests applicable to “publicly traded partnerships.” The income of the Royalty Trust is expected to meet such qualifying income tests. As a result, even if the Royalty Trust were considered to be a publicly traded partnership it should not be taxable as a corporation. The principal tax consequence of the Royalty Trust’s possible categorization as a partnership rather than a grantor trust is that all Royalty Trust unitholders would be required to report their share of taxable income from the Royalty Trust on the accrual method of accounting regardless of their own method of accounting.

The remainder of the discussion below is based on Weil, Gotshal & Manges LLP’s opinion that the Royalty Trust will be classified as a grantor trust for U.S. federal income tax purposes.

Reporting Requirements for Widely-Held Fixed Investment Trusts

Under Treasury Regulations, the Royalty Trust is classified as a widely-held fixed investment trust. Those Treasury Regulations require the sharing of tax information among trustees and intermediaries that hold a trust interest on behalf of or for the account of a beneficial owner or any representative or agent of a trust interest holder of fixed investment trusts that are classified as widely-held fixed investment trusts. These reporting requirements provide for the dissemination of trust tax information by the trustee to intermediaries who are ultimately responsible for reporting the investor-specific information through Form 1099 to the investors and the

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IRS. Every trustee or intermediary that is required to file a Form 1099 for a trust unitholder must furnish a written tax information statement that is in support of the amounts as reported on the applicable Form 1099 to the trust unitholder. Any generic tax information provided by the trustee of the Royalty Trust is intended to be used only to assist Royalty Trust unitholders in the preparation of their U.S. federal and state income tax returns.

Tax Rates

Beginning January 1, 2013, the highest marginal U.S. federal income tax rate applicable to ordinary income of individuals is 39.6% and the highest marginal U.S. federal income tax rate applicable to long-term capital gains (generally, capital gains on certain assets held for more than 12 months) of individuals is 20%. Moreover these rates are subject to change by new legislations at any time.

The recently enacted Health Care and Education Reconciliation Act of 2010 will impose a 3.8% Medicare tax on certain investment income earned by individuals and certain estates and trusts for taxable years beginning after December 31, 2012. For these purposes, investment income would generally include interest income derived from investments such as the royalty trust units and gain realized by a Royalty Trust unitholder from a sale of royalty trust units. In the case of an individual, the tax will be imposed on the lesser of (i) the Royalty Trust unitholder’s net income from all investments, and (ii) the amount by which the Royalty Trust unitholder’s modified adjusted gross income exceeds $250,000 (if the Royalty Trust unitholder is married and filing jointly or a surviving spouse) or $200,000 (if the Royalty Trust unitholder is not married). In the case of an estate or trust, the tax will be imposed on the lesser of (1) undistributed net investment income, or (2) the excess adjusted gross income over the dollar amount at which the highest income tax bracket applicable to an estate or trust begins.

Tax Consequences to U.S. Royalty Trust Unitholders

Classification and Tax Treatment of the Royalty Trust Units. The royalty interests held by the Royalty Trust have the tax characteristics of mineral royalty interests to the extent they are, at the time of their creation, reasonably expected to have an economic life that corresponds substantially to the economic life of the mineral property or properties burdened thereby. Payments out of production that are received in respect of a mineral interest that constitutes a royalty interest for U.S. federal income tax purposes are taxable under current law as ordinary income subject to an allowance for cost or percentage depletion in respect of such income.

In contrast, the royalty interest held by the Royalty Trust has the tax characteristics of production payments governed by Section 636 of the Code to the extent they are not, at the time of their creation, reasonably expected to extend in substantial amounts over the entire productive lives of the mineral property or properties they burden. Payments out of production that are received in respect of a mineral interest that constitutes a production payment for federal income tax purposes are treated under current law as consisting of a receipt of principal and interest on a nonrecourse debt obligation, with the interest component being taxable as ordinary income.

The tax treatment of royalty interests in specified developed wells that have been drilled is well developed. The law is less developed in the area of royalty interests in prospects that are only exploration concepts, on which there is no production and there are no reserves classified as proved, probable or possible. As a result, the treatment of the royalty trust units is uncertain, and counsel is unable to express any opinion as to their proper tax treatment. Based on the state of facts as of the date hereof, FCX and the Royalty Trust intend to treat the royalty trust units as mineral royalty interests for U.S. federal income tax purposes; however, there can be no assurance that the IRS will not assert, or that a court would not sustain, that the royalty trust units should be treated as, with respect to one or more of the prospects, debt instruments for U.S. federal income tax purposes subject to the Treasury Regulations applicable to contingent payment debt instruments (the “CPDI regulations”). Moreover, it is possible that there could be a change in the relevant facts that would cause FCX and the Royalty Trust to treat the royalty trust units as production payments as to one or more of the prospects. Accordingly, the summary below includes discussion of the tax consequences of the royalty trust units being treated as production payments subject to the CPDI regulations.

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Royalty Trust Units Treated as Mineral Royalty Interests. Payments out of production that are received in respect of a mineral royalty interest for U.S. federal income tax purposes are taxable under current law as ordinary income subject to an allowance for cost or percentage depletion in respect of such income. The depletion allowance must be computed separately by each Royalty Trust unitholder for each oil or gas property, within the meaning of Section 614 of the Code.

Percentage depletion is generally available with respect to Royalty Trust unitholders who qualify under the independent producer exemption contained in Section 613A(c) of the Code. For this purpose, an independent producer is a person not directly or indirectly involved in the retail sale of oil, oil and natural gas, or derivative products or the operation of a major refinery. Percentage depletion is calculated as an amount generally equal to 15% (and, in the case of marginal production, potentially a higher percentage) of the Royalty Trust unitholder’s gross income from the depletable property for the taxable year. The percentage depletion deduction with respect to any property is limited to 100% of the taxable income of the Royalty Trust unitholder from the property for each taxable year, computed without the depletion allowance.

A Royalty Trust unitholder that qualifies as an independent producer may deduct percentage depletion only to the extent the Royalty Trust unitholder’s average daily production of domestic oil, or the natural gas equivalent, does not exceed 1,000 barrels. This depletable amount may be allocated between oil and natural gas production, with 6,000 cubic feet of domestic oil and natural gas production regarded as equivalent to one barrel of crude oil. The 1,000-barrel limitation must be allocated among the independent producer and controlled or related persons and family members in proportion to the respective production by such persons during the period in question.

In addition to the foregoing limitations, the percentage depletion deduction otherwise available is limited to 65% of a Royalty Trust unitholder’s total taxable income from all sources for the year, computed without the depletion allowance, the deduction for domestic production activities, net operating loss carrybacks, or capital loss carrybacks. Any percentage depletion deduction disallowed because of the 65% limitation may be deducted in the following taxable year if the percentage depletion deduction for such year plus the deduction carryover does not exceed 65% of the Royalty Trust unitholder’s total taxable income for that year. The carryover period resulting from the 65% net income limitation is unlimited.

In addition to the limitations on percentage depletion discussed above, President Obama’s budget proposal for the fiscal year 2013 proposes to eliminate certain tax preferences applicable to taxpayers engaged in the exploration or production of natural resources. Specifically, the budget proposes to repeal the deduction for percentage depletion with respect to wells, in which case only cost depletion would be available (as described below). It is uncertain whether this or any other legislative proposals will ever be enacted and, if so, when any such proposal would become effective.

The Royalty Trust unitholders that do not qualify under the independent producer exemption are generally restricted to depletion deductions based on cost depletion. Cost depletion deductions are calculated by (i) dividing the Royalty Trust unitholder’s allocated share of the adjusted tax basis in the underlying mineral property by the number of mineral units (barrels of oil and thousand cubic feet of natural gas) remaining as of the beginning of the taxable year and (ii) multiplying the result by the number of mineral units sold within the taxable year. The total amount of deductions based on cost depletion cannot exceed the Royalty Trust unitholder’s share of the total adjusted tax basis in the property. Each Royalty Trust unitholder will compute cost depletion using their basis in their royalty trust units. Information is provided to each Royalty Trust unitholder reflecting how his basis should be allocated among each property represented by his royalty trust units.

It should be noted that the deductions for depletion may be itemized deductions, the deductibility of which would be subject to limitations that disallow itemized deductions that are less than 2% of a taxpayer’s adjusted gross income, or reduce the amount of itemized deductions that are otherwise allowable by the lesser of (i) 3% of (A) adjusted gross income over (B) $100,000 ($50,000 in the case of a separate return filed by a married

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individual), subject to adjustment for inflation and (ii) 80% of the amount of itemized deductions that are otherwise allowable, or both. Although the matter is not free from doubt, deductions in respect of basis recovery should not be itemized deductions, as the deductions should, under Section 62(a)(4) of the Code, be considered deductions that are attributable to property held for the productions of royalty income.

The foregoing discussion of depletion deductions does not purport to be a complete analysis of the complex legislation and Treasury Regulations relating to the availability and calculation of depletion deductions by the Royalty Trust unitholders. Further, because depletion is required to be computed separately by each Royalty Trust unitholder and not by the Royalty Trust, no assurance can be given, and counsel is unable to express any opinion, with respect to the availability or extent of percentage depletion deductions to the Royalty Trust unitholders for any taxable year. The Royalty Trust encourages Royalty Trust unitholders to consult their own tax advisors to determine whether percentage depletion would be available to them.

Royalty Trust Units Treated as Production Payments. As discussed above, there can be no assurance that the IRS will not assert, or that a court would not sustain, that the royalty trust units should be treated as production payments under Section 636 of the Code or otherwise as a debt instrument for U.S. federal income tax purposes that is subject to the CPDI regulations.

Under the CPDI regulations, a U.S. Royalty Trust unitholder generally would be required to accrue income on the royalty trust units in the amounts described below, regardless of whether the U.S. Royalty Trust unitholder uses the cash or accrual method of tax accounting. The CPDI regulations provide that a U.S. Royalty Trust unitholder must accrue an amount of ordinary interest income for U.S. federal tax purposes, for each accrual period prior to and including the maturity date of the debt instrument that equals:

• the product of (i) the adjusted issue price of the debt instrument represented by ownership of royalty trust units as of the beginning of the accrual period; and (ii) the comparable yield to maturity (as defined below) of such debt instrument, adjusted for the length of the accrual period;

• divided by the number of days in the accrual period; and

• multiplied by the number of days during the accrual period that the Royalty Trust unitholder held the royalty trust units.

For these purposes, the “issue price” of the debt instrument represented by each production payment held by the Royalty Trust is the portion of the fair market value of the royalty trust units on June 3, 2013 that is allocable to the production payment based on the relative fair market value of the production payment to the other assets of the Royalty Trust. The “adjusted issue price” of such a debt instrument is its issue price increased by any interest income previously accrued, determined without regard to any adjustments to interest accruals described below, and decreased by the projected amount of any payments scheduled to be made with respect to the debt instrument at an earlier time (without regard to the actual amount paid).

Under the CPDI regulations, MMR would be required to establish the comparable yield for the debt instrument represented by ownership of the royalty trust units. The term “comparable yield” means the annual yield MMR would be expected to pay, as of June 3, 2013, on a fixed rate debt security with no contingent payments but with terms and conditions otherwise comparable to those of the debt instruments represented by ownership of royalty trust units. The CPDI regulations also require that MMR provide to the Royalty Trust, solely for determining the amount of interest accruals for U.S. federal income tax purposes, a schedule of the projected amounts of payments (the “projected payments”), on the debt instrument held by the Royalty Trust. These payments set forth on the schedule must produce a total return on such debt instrument equal to its comparable yield. Amounts treated as interest under the CPDI regulations are treated as original issue discount for all purposes of the Code.

Under the CPDI regulations, if the Royalty Trust receives in a taxable year actual payments with respect to the debt instrument held by the Royalty Trust that in the aggregate exceed the total amount of projected payments

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for that taxable year, the Royalty Trust unitholders would incur a “net positive adjustment” equal to the amount of such excess. The Royalty Trust unitholders would treat a “net positive adjustment” as additional ordinary interest income for that taxable year.

Conversely, if the Royalty Trust receives in a taxable year actual payments with respect to the debt instrument held by the Royalty Trust that in the aggregate are less than the amount of projected payments for that taxable year, the Royalty Trust unitholders would incur a “net negative adjustment” under the CPDI regulations equal to the amount of such deficit. This adjustment would (a) first reduce the Royalty Trust unitholders’ interest income on the debt instrument held by the Royalty Trust for that taxable year, and (b) to the extent of any excess after the application of (a) give rise to an ordinary loss to the extent of the Royalty Trust unitholders’ interest income on such debt instrument during prior taxable years, reduced to the extent such interest was offset by prior net negative adjustments. Any negative adjustment in excess of the amount described in (a) and (b) carries forward, as a negative adjustment to offset future interest income in respect of the debt instrument held by the royalty trust or to reduce the amount realized on a sale, exchange, conversion or retirement of such debt instrument.

If the royalty trust units are treated as production payments, under Section 636 of the Code or otherwise as a debt instrument, neither the Royalty Trust nor the Royalty Trust unitholders would be entitled to claim depletion deductions with respect to the royalty trust units or the subject interests.

Royalty Trust Administrative Expenses. Expenses of the Royalty Trust include administrative expenses of the trustee. The deductions so allowed may be itemized deductions which may be subject to limitations on deductibility. Under these rules, administrative expenses attributable to the royalty trust units are miscellaneous itemized deductions that generally have to be aggregated with an individual Royalty Trust unitholder’s other miscellaneous itemized deductions. These rules disallow itemized deductions that are less than 2% of a taxpayer’s adjusted gross income, or reduce the amount of itemized deductions that are otherwise allowable by the lesser of (i) 3% of (A) adjusted gross income over (B) $100,000 ($50,000 in the case of a separate return by a married individual), subject to adjustment for inflation, and (ii) 80% of the amount of itemized deductions that are otherwise allowable, or both. Although the matter is not free from doubt, deductions with respect to such administrative expenses should not be itemized deductions, as the deductions should, under Section 62(a)(4) of the Code, be considered deductions that are attributable to property held for the production of royalty income. If the royalty trust units are treated as production payments under Section 636 of the Code, however, deductions with respect to such administrative expenses should be itemized deductions subject to the limitations described above. Royalty Trust expenses that are borne by FCX may result in income for federal income tax purposes to the Royalty Trust unitholders.

Disposition of Royalty Trust Units. For U.S. federal income tax purposes, a sale of royalty trust units is treated as a sale by the U.S. Royalty Trust unitholder of his interest in the assets of the Royalty Trust. Generally, a holder recognizes gain or loss on the sale or exchange of his royalty trust units measured by the difference between the amount realized on the sale or exchange and his adjusted basis for such royalty trust units. Unless the royalty trust units are treated as production payments under Section 636 of the Code, gain or loss on the sale of royalty trust units by a holder who is not a dealer of the royalty trust units is generally a capital gain or loss. In the case of non-corporate taxpayers, such capital gains are taxable at a maximum rate of 20% if the royalty trust units have been held for more than one year. A portion of the gain is treated as ordinary income to the extent of the depletion recapture amount explained below.

A Royalty Trust unitholder’s basis in his royalty trust units is equal to the fair market value of such royalty trust units on the date of conversion of the convertible security, reduced by deductions for depletion claimed by the holder, but not below zero. Upon the sale of royalty trust units, the holder must treat as ordinary income his or her depletion recapture amount equal to the lesser of the gain on such sale or the sum of the prior depletion deductions taken with respect to the royalty trust units, but not in excess of the initial basis of the royalty trust units. In addition, the IRS could take the position that a portion of the sales proceeds is ordinary income to the extent of any accrued income at the time of the sale that was allocable to the royalty trust units sold even though the cash representing such income had not been distributed to the selling Royalty Trust unitholder.

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Should the IRS treat the royalty trust units as a production payment under Section 636 of the Code, the CPDI regulations require that gain recognized upon a sale or exchange of a royalty trust unit attributable to the royalty trust units (the amount of which is reduced by any unused adjustments as discussed above) will generally be treated as ordinary interest income. Any loss will be ordinary loss to the extent of interest previously included in income (reduced by any negative adjustments thereto), and thereafter, capital loss (which will be long-term if the royalty trust unit is held for more than one year). Net capital loss may offset no more than $3,000 of ordinary income in the case of individuals, and in the case of corporations may only be used to offset capital gain.

Backup Withholding. Backup withholding is currently imposed at a rate of 28%. Backup withholding may apply with respect to payments received, including distributions of trust income, unless the Royalty Trust unitholder receiving such a payment (i) is an exempt holder (generally, a corporation, tax-exempt organization, qualified pension or profit-sharing trust, individual retirement account, or nonresident alien individual who or which, when required, certifies as to his, her or its status) or (ii) provides a certificate containing the holder’s name, address, correct federal taxpayer identification number and a statement that the holder is a U.S. person and is not subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules are allowable as a refund from the IRS or credit against a holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

Tax Consequences to Non-U.S. Royalty Trust Unitholders

The following is a summary of material U.S. federal income tax consequences that apply to you if you are a non-U.S. Royalty Trust unitholder. Non-U.S. Royalty Trust unitholders should consult their own independent tax advisors to determine the U.S. federal, state, local and foreign tax consequences that may be relevant to them.

Tax Treatment of the Royalty Trust Units. The Royalty Trust (or the appropriate intermediary if the royalty trust units are held in street name) is required to withhold at a rate of 30% on royalty income paid to non-U.S. Royalty Trust unitholders unless such holder is eligible for a lower rate under an applicable income tax treaty or the interest is effectively connected with the non-U.S. Royalty Trust unitholder’s conduct of a trade or business in the United States. The same result would occur if the royalty trust units are treated as a debt instrument subject to the CPDI regulations. For more information, see “—Classification and Tax Treatment of the Royalty Trust Units” above.

A non-U.S. Royalty Trust unitholder that is eligible for a lower rate under an applicable income tax treaty or if such income is effectively connected with such holder’s conduct of a trade or business in the United States may provide appropriate certification to the Royalty Trust (or the appropriate intermediary if the royalty trust units are held in street name) on IRS Form W-8BEN (in the case of a claim of treaty benefits) or Form W-8ECI (with respect to the non-U.S. Royalty Trust unitholder’s conduct of a trade or business in the United States).

If a non-U.S. Royalty Trust unitholder is engaged in a trade or business in the United States, and if payments on or gain realized on a sale or other disposition of a royalty trust unit are effectively connected with the conduct of this trade or business, the non-U.S. Royalty Trust unitholder, although exempt from U.S. withholding tax (if the appropriate certification is furnished), will generally be taxed in the same manner as a U.S. Royalty Trust unitholder. For more information, see “—Tax Consequences to U.S. Royalty Trust Unitholders” above. Any such non-U.S. Royalty Trust unitholder should consult its own tax advisors with respect to other tax consequences of the ownership of the royalty trust units, including the possible imposition of a 30% branch profits tax in the case of a non-U.S. Royalty Trust unitholder that is classified for U.S. federal income tax purposes as a corporation.

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Sale or Exchange of Royalty Trust Units. The royalty trust units are treated as “United States real property interests” for U.S. federal income tax purposes. However, as long as the royalty trust units are regularly traded on an established securities market, gain realized by a non-U.S. Royalty Trust unitholder on a sale of royalty trust units is subject to U.S. federal income tax only if:

• the gain is, or is treated as, effectively connected with business conducted by the non-U.S. Royalty Trust unitholder in the United States, and in the case of an applicable tax treaty, is attributable to a U.S. permanent establishment maintained by the non-U.S. Royalty Trust unitholder;

• the non-U.S. Royalty Trust unitholder is an individual who is present in the United States for at least 183 days in the year of the sale; or

• the non-U.S. Royalty Trust unitholder owns currently or owned at certain earlier times directly or by applying certain attribution rules, more than 5% of the royalty trusts units.

Backup Withholding Tax and Information Reporting. Payments to non-U.S. Royalty Trust unitholders of interest, and amounts withheld from such payments, if any, generally are required to be reported to the IRS and to the non-U.S. Royalty Trust unitholder.

A non-U.S. Royalty Trust unitholder may be subject to backup withholding tax, currently at a rate of 28% with respect to payments from the Royalty Trust and the proceeds from dispositions of royalty trust units, unless such non-U.S. Royalty Trust unitholder complies with certain certification requirements (usually satisfied by providing a duly completed IRS Form W-8BEN) or otherwise establishes an exemption. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules are allowed as a refund from the IRS or a credit against a non-U.S. Royalty Trust unitholder’s U.S. federal income tax liability, provided certain required information is provided to the IRS.

Payments of the proceeds of a sale of a royalty trust unit effected by the U.S. office of a U.S. or foreign broker are subject to information reporting requirements and backup withholding unless the non-U.S. Royalty Trust unitholder properly certifies under penalties of perjury as to its foreign status and certain other conditions are met or the non-U.S. Royalty Trust unitholder otherwise establishes an exemption. Information reporting requirements and backup withholding generally do not apply to any payment of the proceeds of the sale of a royalty trust unit effected outside of the United States by a foreign office of a broker. However, unless such a broker has documentary evidence in its records that the holder is a non-U.S. Royalty Trust unitholder and certain other conditions are met, or the non-U.S. Royalty Trust unitholder otherwise establishes an exemption, information reporting applies to a payment of the proceeds of the sale of a royalty trust unit effected outside the United States by such a broker if it:

• is a United States person;

• derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States;

• is a controlled foreign corporation for U.S. federal income tax purposes; or

• is a foreign partnership that, at any time during its taxable year, has more than 50% of its income or capital interests owned by United States persons or is engaged in the conduct of a U.S. trade or business.

Any amount withheld under the backup withholding rules may be credited against the non-U.S. Royalty Trust unitholder’s U.S. federal income tax liability and any excess may be refundable if the required information is timely provided to the IRS.

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STATE TAX CONSIDERATIONS

The following is intended as a brief summary of certain information regarding state and local income taxes affecting individuals who become Royalty Trust unitholders. State and local tax laws vary from state to state. FCX, the selling securityholder and the Royalty Trust urge you to consult your own tax advisor regarding the state and local tax consequences of the conversion of convertible securities into royalty trust units and cash and the ownership of royalty trust units.

Conversion of convertible securities into royalty trust units and cash will be a fully taxable transaction for United States federal income tax purposes and may also be taxable for state and local income tax purposes. The state and local income tax consequences of conversion will depend on the specific circumstances of each individual Royalty Trust unitholder, such as the Royalty Trust unitholder’s state of residence and use of the convertible securities by the individual, and the various state and local individual income tax laws. For example, any gain recognized on the conversion by an individual who is not a legal resident of Louisiana would not be subject to Louisiana individual income tax unless the convertible securities had been used by the individual in such a manner as to establish a business situs for the convertible securities in Louisiana. Because the state and local tax consequences of the conversion could vary depending on the individual Royalty Trust unitholder’s facts and circumstances and the various state and local income tax laws, FCX, the selling securityholder and the Royalty Trust urge you to consult your own tax advisor regarding the state and local tax consequences of conversion to you in your particular circumstances.

The Royalty Trust will own an overriding royalty interest burdening the subject interests, which are located both in and outside Louisiana. Weil, Gotshal & Manges LLP has opined that the Royalty Trust will be treated as a grantor trust and not as an unincorporated business entity for U.S. federal income tax purposes. If the Royalty Trust is treated as a grantor trust for U.S. federal income tax purposes, it will also be treated as a grantor trust for Louisiana income tax purposes. As a grantor trust, the Royalty Trust will not be subject to Louisiana income tax at the Royalty Trust level. Rather, for Louisiana individual income tax purposes, the Royalty Trust unitholders will be considered to own and receive the Royalty Trust’s assets and income and will be directly taxable thereon as though no trust were in existence. Consequently, individual Royalty Trust unitholders may be subject to Louisiana individual income tax on all or a portion of their shares of any Royalty Trust income. Individual Royalty Trust unitholders who are legal residents of Louisiana will be subject to Louisiana individual income tax on all of their shares of any Royalty Trust income. Individual Royalty Trust unitholders who are not legal residents of Louisiana generally will be subject to Louisiana individual income tax only on the portion of their shares of any Royalty Trust income that is sourced to Louisiana. For Louisiana individual income tax purposes, royalties from mineral properties are specifically sourced to the state where such property is located at the time the income is derived.

Individual royalty trust unitholders who are required to file Louisiana individual income tax returns and pay Louisiana individual income tax on all or a portion of their proportionate shares of any Royalty Trust income may be subject to penalties for failure to comply with such requirements. The highest marginal rates for the payment of Louisiana income taxes are 6% for individuals, trusts and estates, and 8% for corporations. Individual taxpayers are allowed a deduction for depletion in Louisiana. Louisiana currently does not require the Royalty Trust to withhold Louisiana individual income taxes from distributions made to non-resident Royalty Trust unitholders. Individual Royalty Trust unitholders who are legal residents of a state other than Louisiana may be subject to state and local individual income taxes, if any, in their states of residence on their conversion of convertible securities into royalty trust units and cash and their receipt of any income from the Royalty Trust.

FCX, THE SELLING SECURITYHOLDER AND THE ROYALTY TRUST URGE YOU TO CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC STATE AND LOCAL TAX CONSEQUENCES TO YOU OF THE CONVERSION OF CONVERTIBLE SECURITIES INTO ROYALTY TRUST UNITS AND CASH AND THE OWNERSHIP AND DISPOSITION OF ROYALTY TRUST UNITS IN LIGHT OF YOUR PARTICULAR FACTS AND CIRCUMSTANCES.

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ERISA CONSIDERATIONS

The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), regulates qualified pension plans, profit-sharing plans, stock bonus plans, simplified employee pension plans, Keogh plans, tax deferred annuities or IRAs established or maintained by an employer or employee organization, and other employee benefit plans to which it applies. ERISA also contains standards for persons who are fiduciaries of those plans. In addition, the Code provides similar requirements and standards which are applicable to qualified plans, which include certain of the plans described above, and to individual retirement accounts, whether or not subject to ERISA.

A fiduciary of an employee benefit plan should carefully consider fiduciary standards under ERISA regarding the plan’s particular circumstances before authorizing an investment in royalty trust units. Among other things, a fiduciary should consider:

• whether the investment satisfies the prudence requirements of Section 404(a)(1)(B) of ERISA;

• whether the investment satisfies the diversification requirements of Section 404(a)(1)(C) of ERISA; and

• whether the investment is in accordance with the documents and instruments governing the plan as required by Section 404(a)(1)(D) of ERISA.

A fiduciary should also consider whether an investment in royalty trust units might result in direct or indirect nonexempt prohibited transactions under Section 406 of ERISA and Section 4975 of the Code. In deciding whether an investment involves a prohibited transaction, a fiduciary must determine whether there are plan assets in the transaction. The Department of Labor has published regulations concerning whether or not a plan’s assets would be deemed to include an interest in the underlying assets of an entity for purposes of the reporting, disclosure and fiduciary responsibility provisions of ERISA and analogous provisions of the Code. These regulations provide that the underlying assets of an entity will not be considered “plan assets” if the equity interests in the entity are a publicly offered security. Fiduciaries, however, will need to determine whether the acquisition of royalty trust units is a nonexempt prohibited transaction under the general requirements of Section 406 of ERISA and Section 4975 of the Code.

The prohibited transaction rules are complex, and persons involved in prohibited transactions are subject to penalties. For that reason, potential employee benefit plan investors should consult with their counsel to determine the consequences under ERISA and the Code of their acquisition and ownership of royalty trust units.

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SELLING SECURITYHOLDER

On June 3, 2013, FCX and MMR completed the transactions contemplated by the merger agreement by and among MMR, FCX, and Merger Sub. Pursuant to the merger agreement, on June 3, 2013, Merger Sub merged with and into MMR, with MMR surviving the merger as a wholly owned subsidiary of FCX.

On June 3, 2013, the Royalty Trust issued 230,172,696 royalty trust units. Of this amount, 129,210,542 royalty trust units were issued to former holders of MMR common stock as merger consideration, and the remaining 100,962,154 royalty trust units are held by the selling securityholder, a subsidiary of FCX, including 38,805,688 royalty trust units (approximately 16.9% of the total number of royalty trust units outstanding) which FCX may become obligated to deliver to holders of the convertible securities upon conversion. FCX is currently the largest holder of royalty trust units, with approximately 43.9% of the outstanding royalty trust units.

The selling securityholder, including its transferees, pledgees or donees or their successors (all of whom may be the selling securityholder), may from time to time offer and deliver pursuant to this prospectus any or all of the royalty trust units. When we refer to “selling securityholder” in this prospectus, we mean McMoRan Oil & Gas LLC and FCX collectively, as well as its transferees, pledgees or donees or its successors.

Prior to the closing of the merger, McMoRan Oil & Gas LLC was a wholly owned subsidiary of MMR and the principal operating subsidiary through which MMR conducted its oil and gas operations. Upon closing of the merger on June 3, 2013, McMoRan Oil & Gas LLC became a wholly owned subsidiary of FCX.

The following table sets forth certain information as of June 3, 2013 regarding the beneficial ownership of royalty trust units by the selling securityholder and the royalty trust units being offered by the selling securityholder. Information with respect to beneficial ownership is based upon information obtained from the selling securityholder. Assuming all of the royalty trust units being registered are delivered to the holders of convertible securities, the selling securityholder will own the royalty trust units set forth in the following table after completion of this offering.

Name and Address of Beneficial Owner	Royalty Trust Units Beneficially Owned Before Offering		Royalty Trust Units Being Offered	Royalty Trust Units Beneficially Owned After the Offering
	Number	Percent(1)		Number	Percent(1)
Freeport-McMoRan Copper & Gold Inc. McMoRan Oil & Gas LLC 333 N. Central Avenue Phoenix, AZ 85004	100,962,154	43.9%	38,805,688	62,156,466	27.0%

(1) Percentages are based on 230,172,696 royalty trust units outstanding as of June 3, 2013.

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LEGAL MATTERS

The validity under Delaware law of the royalty trust units offered by this prospectus is being passed upon by Morris, Nichols, Arsht & Tunnell LLP.

EXPERTS

The financial statements of the Gulf Coast Ultra Deep Royalty Trust for the period from December 18, 2012 (inception) to December 31, 2012, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, an independent registered public accounting firm, as set forth in their report thereon, appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

We have filed with the United States Securities and Exchange Commission, a registration statement on Form S-1 under the Securities Act relating to the royalty trust units that includes important business and financial information about us that is not included in or delivered with this prospectus. If we have made references in this prospectus to any contracts, agreements or other documents and also filed any of those contracts, agreements or other documents as exhibits to the registration statement, you should read the relevant exhibit for a more complete understanding of the document or the matter involved.

We are required to file annual, quarterly and current reports and other information with the SEC. You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public at the SEC’s website at http://www.sec.gov.

You may obtain copies of the information and documents incorporated by reference in this prospectus at no charge by writing or telephoning us at the following address or telephone number:

Gulf Coast Ultra Deep Royalty Trust

c/o Freeport-McMoRan Copper & Gold Inc., as depositor

333 N. Central Ave.

Phoenix, Arizona 85004

(602) 366-8100

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

Set forth below are the expenses to be incurred in connection with the issuance and distribution of the securities to be registered. With the exception of the SEC registration fee, the amounts set forth below are estimates.

SEC Filing Fees	$	8,700
Legal Fees		200,000
Accounting Fees		150,000
Printing and Mailing Costs		200,000
Transfer agent and registrar fees		5,000
Trustee fees and expenses		15,000
Miscellaneous		6,300
Total	$	585,000

Item 14. Indemnification of Directors and Officers.

The amended and restated trust agreement provides that The Bank of New York Mellon Trust Company, N.A. (“Trustee”), BNY Mellon Trust of Delaware (“Delaware Trustee”) and their respective officers, agents and employees shall be indemnified against and from any and all liabilities, obligations, costs, expenses, actions, suits, claims, damages (including consequential damages and all other types of damages), losses, penalties, taxes, fees and other charges of any kind and any nature whatsoever, including without limitation any liability arising out of or in connection with any liability under environmental laws, or in the doing of any act done or performed or omission occurring on account of its being Trustee or Delaware Trustee or acting in such capacity, except such liability, expense, claims, damages or loss as to which it is liable under the amended and restated trust agreement. In this regard, the trustee shall be liable only for its own fraud, willful misconduct or gross negligence or for acts or omissions in bad faith or with gross negligence in the selection and retention of such agent or employee. The Trustee and the Delaware Trustee are each entitled to indemnification from the assets of the Royalty Trust and each shall have a lien on the assets of the Royalty Trust to secure it for the foregoing indemnification.

Item 15. Recent Sales of Unregistered Securities.

On June 3, 2013, in exchange for the transactions contemplated by the Master Conveyance of Overriding Royalty Interest by and between McMoRan Oil & Gas LLC and the registrant, the registrant issued 230,172,696 royalty trust units to McMoRan Oil & Gas LLC pursuant to Section 4(2) of the Securities Act. The issuance of such royalty trust units was not registered under the Securities Act because such issuance did not constitute a public offering.

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Item 16. Exhibits.

Exhibit Number	Description
3.1	Certificate of Trust of Gulf Coast Ultra Deep Royalty Trust (incorporated herein by reference to Exhibit 3.1 to the Royalty Trust’s registration statement on S-4 filed with the SEC on December 28, 2012).
3.2	Certificate of Amendment of Certificate of Trust of Gulf Coast Ultra Deep Royalty Trust.
5.1	Opinion of Morris, Nichols, Arsht & Tunnell LLP regarding legality of securities being registered.
8.1	Opinion of Weil, Gotshal & Manges LLP regarding tax matters.
10.1	Trust Agreement of Gulf Coast Ultra Deep Royalty Trust, dated as of December 18, 2012 (incorporated herein by reference to Exhibit 3.1 to the Royalty Trust’s registration statement on S-4 filed with the SEC on December 28, 2012).
10.2	Amended and Restated Trust Agreement of Gulf Coast Ultra Deep Royalty Trust, dated as of June 3, 2013.
10.3	Master Conveyance of Overriding Royalty Interest by and between McMoRan Oil & Gas LLC and Gulf Coast Ultra Deep Royalty Trust , dated as of June 3, 2013.
23.1	Consent of Ernst &Young LLP, the independent registered public accounting firm for Gulf Coast Ultra Deep Royalty Trust.
23.2	Consent of Morris, Nichols, Arsht & Tunnell LLP for legality opinion (included in Exhibit 5.1 hereto).
23.3	Consent of Weil, Gotshal & Manges LLP for tax opinion (included in Exhibit 8.1 hereto).

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Gulf Coast Ultra Deep Royalty Trust has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Phoenix, State of Arizona, on June 3, 2013.

GULF COAST ULTRA DEEP ROYALTY TRUST

By: Freeport-McMoRan Copper & Gold Inc., as Depositor

/s/    Kathleen L. Quirk
Name:	Kathleen L. Quirk
Title:	Executive Vice President, Chief Financial Officer     and Treasurer

S-1

EX-3.2

Exhibit 3.2

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF TRUST

OF

GULF COAST ULTRA DEEP ROYALTY TRUST

This Certificate of Amendment of Certificate of Trust of Gulf Coast Ultra Deep Royalty Trust (the “Trust”) has been duly executed and is being filed in accordance with Section 3810(b)(1) of the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq (the “Act”).

The undersigned, being a trustee of the Trust, hereby certifies that:

1. The name of the statutory trust is Gulf Coast Ultra Deep Royalty Trust.

2. Section 2 of the Certificate of Trust of the Trust is hereby amended in its entirety to read as follows:

“2. Delaware Trustee. The name and business address of the trustee of the Trust with its principal place of business in the State of Delaware are BNY Mellon Trust of Delaware, 100 White Clay Center, Suite 102, Newark, Delaware 19711.”

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment of Certificate of Trust in accordance with Section 3811(a) of the Act.

BNY MELLON TRUST OF DELAWARE, as a Trustee of the Trust
By:	/s/ Kristine K. Gullo
Name:	Kristine K. Gullo
Title:	Vice President

EX-5.1

Exhibit 5.1

[Letterhead of Morris, Nichols, Arsht & Tunnell LLP]

June 3, 2013

Gulf Coast Ultra Deep Royalty Trust

333 N. Central Ave.

Phoenix, AZ 85004

Re: Gulf Coast Ultra Deep Royalty Trust

Ladies and Gentlemen:

We have acted as special Delaware counsel to Gulf Coast Ultra Deep Royalty Trust, a Delaware statutory trust (the “Trust”), in connection with certain matters of Delaware law relating to the issuance of Units of the Trust. Capitalized terms used herein and not otherwise herein defined are used as defined in the Amended and Restated Royalty Trust Agreement of the Trust dated as of June 3, 2013 (the “Governing Instrument”).

In rendering this opinion, we have examined and relied on copies of the following documents, each in the form provided to us: the Registration Statement No. 333-            under the Securities Act of 1933 on Form S-1 of the Trust filed with the Securities and Exchange Commission on June 3, 2013 (including the Prospectus forming a part thereof) (the “Registration Statement”); the Certificate of Trust of the Trust as filed in the Office of the Secretary of State of the State of Delaware (the “State Office”) on December 18, 2012 (the “Initial Certificate of Trust”); a Certificate of Amendment to the Initial Certificate of Trust as filed in the State Office on May 29, 2013; the Governing Instrument; the Trust Agreement of the Trust dated as of December 18, 2012 (the “Original Governing Instrument”); the Certificate of Incorporation of Freeport-McMoRan Copper & Gold Inc. (originally incorporated under the name Freeport-McMoRan Mineral Holdings Inc.), a Delaware corporation (the “Depositor”), as filed in the State Office on November 10, 1987; the Amended and Restated Certificate of Incorporation of the Depositor as filed in the State Office on March 19, 2007, as amended to date (the “Depositor Certificate of Incorporation”); the Agreement and Plan of Merger dated as of December 5, 2012 among McMoRan Exploration Co., the Depositor and INAVN Corp. (the “Merger Agreement”); the letter agreement among McMoRan Exploration Co., the Depositor and INAVN Corp. dated as of March 11, 2013 (the “Waiver Agreement”); the letter agreement among McMoRan Exploration Co., the Depositor and INAVN Corp. dated as of April 30, 2013 (the “April Side Letter” and together with the Governing Instrument (as defined below), the Registration Statement, the Merger Agreement and the Waiver Agreement, the “Governing Documents”); certifications of an officer of the Depositor dated on or about the date hereof, including a certification in the form attached hereto as Exhibit A; and a certification of good standing of the

Gulf Coast Ultra Deep Royalty Trust

June 3, 2013

Page 2

Depositor and the Trust obtained as of a recent date from the State Office. In such examinations, we have assumed the genuineness of all signatures, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, and the legal capacity of natural persons to complete the execution of documents. We have further assumed for purposes of this opinion: (i) except to the extent addressed by our opinions set forth in paragraphs 1 and 2 below, the due formation or organization, valid existence and good standing of each entity that is a signatory to any of the documents reviewed by us under the laws of the jurisdiction of its respective formation or organization; (ii) the due adoption, authorization, execution and delivery by, or on behalf of, each of the parties thereto (other than the Trust and the Depositor) of the above-referenced documents prior to the first issuance of Units; (iii) that no event has occurred that would cause a dissolution of the Trust; (iv) that the activities of the Trust have been and will be conducted in accordance with the terms of the Original Governing Instrument or the Governing Instrument, as applicable, and the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq. (the “Delaware Act”); (v) that the Units have been issued in accordance with the terms, conditions, requirements and procedures set forth in the Governing Documents and the Delaware Act; and (vi) that each of the documents examined by us is in full force and effect, expresses the entire understanding of the parties thereto with respect to the subject matter thereof and has not been amended, supplemented or otherwise modified, except as herein referenced. No opinion is expressed herein with respect to the requirements of, or compliance with, federal or state securities or blue sky laws. Further, we express no opinion on the sufficiency or accuracy of any registration or offering documentation relating to the Units of the Trust. As to any facts material to our opinion, other than those assumed, we have relied without independent investigation on the above-referenced documents and on the accuracy, as of the date hereof, of the matters therein contained.

Based on and subject to the foregoing, and limited in all respects to matters of Delaware law, it is our opinion that:

1. The Trust is a statutory trust duly formed, validly existing and in good standing under the laws of the State of Delaware.

2. The Depositor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

3. The Units of the Trust covered by the Registration Statement constitute validly issued, fully paid and non-assessable units of beneficial interest in the Trust.

We hereby consent to the filing of a copy of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of person whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. This opinion speaks only as of the date hereof and is based on our understandings and assumptions as to present facts, and on the application of Delaware law as the same exist on the date hereof, and we undertake no obligation to update or supplement this opinion after the date hereof for the benefit of any person or entity (including any Unitholder of the Trust) with respect to any facts or circumstances that may hereafter come

Gulf Coast Ultra Deep Royalty Trust

June 3, 2013

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to our attention or any changes in facts or law that may hereafter occur or take effect. This opinion is intended for the benefit of the Trust and the recipients of Units of the Trust pursuant to the Governing Documents in connection with the matters contemplated hereby and may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent.

Sincerely,

MORRIS, NICHOLS, ARSHT & TUNNELL LLP

/s/ Morris, Nichols, Arsht & Tunnell LLP

EXHIBIT A

OFFICER’S CERTIFICATION

From December 5, 2012 through the date hereof, there has been no Interested Party (as such term is defined in the Depositor Certificate of Incorporation) or Interested Stockholder (as such term is defined in Section 203 of the Delaware General Corporation Law).

EX-8.1

Exhibit 8.1

June 3, 2013

Gulf Coast Ultra Deep Royalty Trust

333 N. Central Avenue

Phoenix, AZ 85004

RE: Gulf Coast Ultra Deep Royalty Trust Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as counsel for the special committee of the board of directors of McMoRan Exploration Co. (“MMR”) with respect to certain legal matters in connection with the offer of royalty trust units representing beneficial interests in the Gulf Coast Ultra Deep Royalty Trust (the “Trust”). We have also participated in the preparation of a Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”) on the date hereof (the “Registration Statement”), to which this opinion is an exhibit.

In rendering our opinion, we have examined and with your consent are relying upon: (1) the Amended and Restated Royalty Trust Agreement of Gulf Coast Ultra Deep Royalty Trust (the “Trust Agreement”); (2) the Registration Statement, including factual representations of the Trust concerning its business, properties and governing documents as set forth therein; and (3) such documents and corporate records as we have deemed necessary or appropriate. In addition, we have obtained such additional information as we deemed relevant and necessary through consultation with various officers and representatives of MMR and the Trust.

Based upon the facts and statements set forth above, our examination and review of the documents referred to above and subject to the qualifications set forth below, we hereby confirm that the discussion contained in the Registration Statement under the caption “U.S. Federal Income Tax Consequences of the Ownership and Disposition of Trust Units” insofar as such discussion constitutes statements of U.S. federal income tax law or legal conclusions, subject to the assumptions, limitations and conditions set forth therein, represents our opinion as to the material U.S. federal income tax consequences of the ownership and disposition of the royalty trust units. No opinion is expressed as to any matter not discussed therein.

Our opinion is based on current provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue

June 3, 2013

Page 2

Service and case law, in each case as in effect on the date hereof and any of which may be changed at any time with retroactive effect. Any change in applicable laws or facts and circumstances as set forth in the representations described above, including in the Registration Statement or obtained through consultation, or any inaccuracy in the facts, representations, warranties, covenants, undertakings or assumptions on which we have relied, may affect the continuing validity of the opinion set forth herein. We assume no responsibility to inform you of any such change or inaccuracy that may occur or come to our attention. No opinion is expressed on any matter other than those specifically covered by the foregoing opinion.

This opinion is issued in connection with the Registration Statement and may not be relied upon by anyone in any other context nor used for any other purpose.

We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement and to the references to us in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC thereunder.

Very truly yours,

/s/ Weil, Gotshal & Manges LLP

EX-10.2

EXHIBIT 10.2

GULF COAST ULTRA DEEP ROYALTY TRUST

AMENDED AND RESTATED ROYALTY TRUST AGREEMENT

June 3, 2013

ARTICLE I. DEFINITIONS	2
Section 1.1. Defined Terms	2
Section 1.2. Rules of Construction	7
ARTICLE II. NAME AND PURPOSE OF THE TRUST	8
Section 2.1. Name	8
Section 2.2. Purposes	9
Section 2.3. Nature of the Trust	10
Section 2.4. Transfer of Trust Property to the Trust	10
Section 2.5. Issuance of Units	12
Section 2.6. Principal Offices	12
ARTICLE III. ADMINISTRATION OF THE TRUST	12
Section 3.1. General	12
Section 3.2. Limited Power to Dispose of Royalties	14
Section 3.3. No Power to Engage in Business, Make Investments or Enter into Certain Contracts	15
Section 3.4. Interest on Cash on Hand	16
Section 3.5. Power to Settle Claims	16
Section 3.6. Power to Contract for Services	17
Section 3.7. Payment of Liabilities of Trust; Depositor Funding Obligation	17
Section 3.8. Establishment of Reserves	17
Section 3.9. Limited Power to Borrow	17
Section 3.10. Income and Principal	18
Section 3.11. [Reserved]	18
Section 3.12. Transactions between Related Parties	19
Section 3.13. No Bond Required	19
Section 3.14. Timing of Trust Income and Expenses	19
Section 3.15. Divestiture of Units	19
Section 3.16. Filing of Securities Act Registration Statement, Exchange Act Registration Statement and Other Reports, Listing of Trust Units, etc.; Certain Fees and Expenses	21
Section 3.17. Reserve Reports	24
Section 3.18. [Reserved]	24
Section 3.19. Unitholders	24
Section 3.20. Call Rights	25
ARTICLE IV. BENEFICIAL SHARES	29
Section 4.1. Creation and Distribution	29
Section 4.2. Beneficial Interest of Unitholders; Limitation on Personal Liability of Trust Unitholders	29

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Section 4.3. [Reserved]	29
Section 4.4. Registration and Transfer of Units	30
Section 4.5. [Reserved]	30
Section 4.6. Protection of Trustee	30
Section 4.7. Determination of Ownership of Units	31
Section 4.8. Transfer Agent	31
ARTICLE V. ACCOUNTING AND DISTRIBUTION; REPORTS	31
Section 5.1. Fiscal Year and Accounting Method	31
Section 5.2. Distributions	31
Section 5.3. Income Tax Reporting	32
Section 5.4. Reports to Unitholders	32
Section 5.5. Filings	33
Section 5.6. Information to be Supplied by Grantor, Depositor and Trust	33
Section 5.7. Reliance on Information	34
ARTICLE VI. LIABILITY OF TRUSTEE, INDEMNIFICATION AND METHOD OF SUCCESSION	34
Section 6.1. Liability of Trustee and Delaware Trustee	34
Section 6.2. Indemnification of Trustee and Delaware Trustee	35
Section 6.3. Priority and Continuity of Indemnification Obligations	36
Section 6.4. Contribution	36
Section 6.5. Indemnification Procedures	37
Section 6.6. Resignation of Trustee	38
Section 6.7. Removal of Trustee	39
Section 6.8. Appointment of Successor Trustee	39
Section 6.9. Laws of Other Jurisdictions	40
Section 6.10. Force Majeure	40
Section 6.11. Failure of Action by Grantor or Depositor	41
ARTICLE VII. COMPENSATION OF THE TRUSTEE	41
Section 7.1. Compensation of Trustee and Delaware Trustee	41
Section 7.2. Expenses	41
Section 7.3. Other Services	41
Section 7.4. Payment	41
Section 7.5. Depositor Loans	42
Section 7.6. Ownership of Units	42
ARTICLE VIII. MEETINGS OF UNITHOLDERS	42
Section 8.1. Purpose of Meetings	42
Section 8.2. Call and Notice of Meetings	42

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Section 8.3. Voting	43
Section 8.4. Conduct of Meetings	44
Section 8.5. Unitholder Proposals	44
Section 8.6. Action Without Meeting	45
Section 8.7. Units Beneficially Owned by Depositor or its Affiliates Deemed Not Outstanding	45
ARTICLE IX. DURATION, REVOCATION AND TERMINATION OF TRUST	46
Section 9.1. Revocation	46
Section 9.2. Termination	46
Section 9.3. Disposition and Distribution of Properties	46
ARTICLE X. AMENDMENTS	48
Section 10.1. Prohibited	48
Section 10.2. Permitted	48
ARTICLE XI. ARBITRATION AND RELATED MATTERS	49
Section 11.1. Arbitration; Trustee’s Consent Required	49
Section 11.2. Litigation, Forum Selection; Venue; Waiver of Jury Trial	51
ARTICLE XII. MISCELLANEOUS	52
Section 12.1. Inspection of Books	52
Section 12.2. Trustee’s Employment of Experts	52
Section 12.3. Merger or Consolidation of Trustee or Delaware Trustee	52
Section 12.4. Filing of this Agreement	53
Section 12.5. Severability	53
Section 12.6. Notices	53
Section 12.7. Counterparts	55
Section 12.8. Successors	55
Section 12.9. Governing Law	55
Section 12.10. Confidentiality	55
Section 12.11. Stand-by Reserve Account or Letter of Credit	56
Section 12.12. Conveyances	56
Section 12.13. Waiver of Damages	57

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GULF COAST ULTRA DEEP ROYALTY TRUST

AMENDED AND RESTATED ROYALTY TRUST AGREEMENT

This Amended and Restated Royalty Trust Agreement (“Agreement”) of Gulf Coast Ultra Deep Royalty Trust (the “Trust”) is entered into as of June 3, 2013, between Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (“Depositor”), McMoRan Oil & Gas LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Grantor”), The Bank of New York Mellon Trust Company, N.A., a national banking association (the “Bank”), as trustee (the “Trustee”), and BNY Mellon Trust of Delaware, as Delaware trustee (the “Delaware Trustee”).

WHEREAS, McMoRan Exploration Co., a Delaware corporation (“Company”), is engaged in the business of exploration, development and production of oil and natural gas in the shallow waters (less than 500 feet of water) of the Gulf of Mexico and onshore in the Gulf Coast area of the United States;

WHEREAS, Depositor, INAVN Corp., a Delaware corporation (“Merger Sub”), and Company are parties to an Agreement and Plan of Merger dated December 5, 2012 (the “Merger Agreement”) pursuant to which, and subject to satisfaction of the conditions precedent thereto, Merger Sub will merge with and into Company, with the result that Company shall become a wholly owned subsidiary of Depositor;

WHEREAS, pursuant to the Merger Agreement and the Conveyances (hereinafter defined), Depositor has agreed to convey, or cause to be conveyed the Royalties (hereinafter defined) to the Trust pursuant to the Conveyances in consideration for the issuance by the Trust of 230,172,696 Units, the aggregate of all such Units representing the ownership of the entire Beneficial Interest (hereinafter defined) in the assets of the Trust, with 129,210,542 Units being credited to the Exchange Agent (as defined in the Merger Agreement) for distribution to the holders of the Company Common Stock (as defined in the Merger Agreement), and 100,962,154 of such Units (including 38,805,688 Company Convertible Units as hereinafter defined) being credited as directed by the Depositor;

WHEREAS, as of December 18, 2012, certain individuals, as Regular Trustees (the “Regular Trustees”) and Wilmington Trust, National Association (“Wilmington” and, together with the Regular Trustees, the “Original Trustees”) and Depositor entered into a Trust Agreement (the “Original Trust Agreement”) pursuant to which the Trust was formed under the terms and conditions set forth therein;

WHEREAS, the Original Trustees filed the Certificate of Trust for the Trust, as amended from time to time (the “Certificate of Trust”) in the Office of the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) to form the Trust as a statutory trust under the Delaware Trust Act (as defined below) on December 18, 2012, which Certificate of Trust was amended by the filing of a Certificate of Amendment with the Delaware Secretary of State on June 3, 2013, to reflect the substitution of BNY Mellon Trust of Delaware as the Delaware Trustee;

WHEREAS, the merger transaction contemplated by the Merger Agreement is expected to be consummated on the date hereof;

WHEREAS, each of the Regular Trustees under the Original Trust Agreement and Wilmington has resigned his position as Trustee or Delaware Trustee, as applicable, for the Trust and the Bank has been appointed and has agreed to act as the new Trustee of the Trust, and BNY Mellon Trust of Delaware has been appointed and has agreed to act as the Delaware Trustee of the Trust;

WHEREAS, Depositor has registered the offer and sale of the Units as contemplated by the Merger Agreement under the Securities Act (as defined below) and has taken all action necessary under state securities laws; and

WHEREAS, the Bank and Depositor desire to amend and restate the Original Trust Agreement in its entirety.

NOW, THEREFORE, in furtherance of forming the Trust, Depositor has heretofore delivered to the Original Trustees Ten Dollars ($10.00) upon execution of the Original Trust Agreement, which the Bank now accepts and agrees to hold in trust, together with the Royalties to be received hereunder, for the purposes, and in accordance with the duties, terms and conditions hereof.

ARTICLE I.

DEFINITIONS

Section 1.1. Defined Terms. In addition to certain other terms defined elsewhere in this Agreement, as used herein, the following terms are used with the meanings indicated:

“AAA” has the meaning set forth in Article XI.

“Accrued Production Amount” has the meaning set forth in Section 3.20(d).

“Affiliate” of a Person means another Person controlled by, controlling or under common control with such Person. As used herein, “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agent” means, with respect to a Person, any agent, employee, officer, director, custodian, nominee or attorney of such Person.

“Agreement” means this instrument, as originally executed, or, if amended or supplemented, as so amended or supplemented.

“Article VI Expenses” has the meaning set forth in Section 6.2.

“Bank” has the meaning set forth in the introductory paragraph of this Agreement.

“Beneficial Interest” means the aggregate undivided beneficial ownership interest of the Unitholders in the Trust Estate (including without limitation the proceeds from the conversion of Royalties to cash, and in the right to cash resulting from such conversion of the Royalties, which

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beneficial interest is expressed in Units, but such beneficial interest does not include any direct ownership interest in or to the Royalties, or any part thereof, or in or to any asset of the Trust Estate) as expressly set out in this Agreement and all other rights of beneficiaries of express trusts created under the Delaware Trust Act, subject to the limitations set forth in this Agreement.

“Book-Entry Units” has the meaning set forth in Section 2.5.

“Business Day” means any day that is not a Saturday, Sunday or other day on which national banking institutions in the City of Austin, Texas, are closed as authorized or required by law.

“Call Termination Time” has the meaning set forth in Section 3.20(b).

“Certificate of Trust” has the meaning set forth in the recitals.

“Claimant” has the meaning set forth in Article XI.

“Closing” has the meaning given thereto in the Merger Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” has the meaning set forth in the recitals of this Agreement.

“Company Common Stock” has the meaning given thereto in the Merger Agreement.

“Company Convertible Securities” has the meaning given thereto in the Merger Agreement.

“Company Convertible Units” means the Units issued to and held by the Depositor or a subsidiary thereof, and reserved for delivery to holders of the Company Convertible Securities until such Units are either (a) distributed to such holders in accordance with the respective terms of the underlying agreements of the Company Convertible Securities and the Merger Agreement or (b) cease to be reserved for issuance to holders of the Company Convertible Securities, in which case such Units shall be retained by Depositor or a subsidiary thereof.

“Conveyances” means, collectively, the Master Conveyance and each Recordable Conveyance.

“Delaware Secretary of State” has the meaning set forth in the recitals.

“Delaware Trust Act” means the Delaware Statutory Trust Act, Title 12, Chapter 38 of the Delaware Code, 12 Del. C. §§ 3801 et seq.

“Delaware Trustee” means the Person set forth as “Delaware Trustee” in the introductory paragraph of this Agreement and its successors and assigns, not in its individual capacity but solely in its capacity as Delaware trustee.

“Depositor” has the meaning set forth in the introductory paragraph of this Agreement.

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“Depositor Annual Expense Cap” has the meaning set forth in Section 3.7.

“Depositor Loans” has the meaning set forth in Section 7.5(a) of this Agreement.

“Dissolution Date” has the meaning set forth in Section 9.2.

“Distribution Date” means the date of a distribution, which shall be on or before ten (10) Business Days after the Quarterly Record Date.

“Effective Time” has the meaning given thereto in the Merger Agreement.

“Environmental Laws” means all applicable federal, state and local laws, regulations, ordinances, rules, orders, permits and governmental restrictions relating to the environment, the effect of the environment on human health or safety, pollutants, contaminants, hazardous substances, or hazardous waste, in effect on the date of this Agreement, and all binding judicial and administrative interpretations thereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Act Registration Statement” means the registration statement by which the Units may be registered under Section 12 of the Exchange Act.

“Expenses” has the meaning set forth in Section 3.16(e) of this Agreement.

“GAAP” has the meaning set forth in Section 5.1.

“Grantor” has the meaning set forth in the introductory paragraph of this Agreement.

“High-Value Call Option” has the meaning set forth in Section 3.20(a).

“HV Call Notice” has the meaning set forth in Section 3.20(a).

“HV Call Record Date” has the meaning set forth in Section 3.20(a).

“HV Termination Time” has the meaning set forth in Section 3.20(a).

“IH Purchase Cap” has the meaning set forth in Section 3.15(b).

“Ineligible Holder” has the meaning set forth in Section 3.15(a).

“Low-Value Call Option” has the meaning set forth in Section 3.20(b).

“LV Call Notice” has the meaning set forth in Section 3.20(b).

“LV Call Record Date” has the meaning set forth in Section 3.20(b).

“LV Termination Time” has the meaning set forth in Section 3.20(b).

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“Master Conveyance” means the non-recordable Master Conveyance of Overriding Royalty Interest between Company and/or its Affiliates, on the one hand, and the Trust, on the other, pursuant to which the Royalties are to be conveyed to the Trust.

“Merger Agreement” has the meaning set forth in the recitals of this Agreement.

“Merger Sub” has the meaning set forth in the recitals of this Agreement.

“MPC” has the meaning set forth in Section 3.16(c).

“Nine-Month Period” has the meaning set forth in Section 3.20(b).

“NYSE” has the meaning set forth in Section 3.16(c).

“Original Trustees” has the meaning set forth in the recitals of this Agreement.

“Original Trust Agreement” has the meaning set forth in the recitals of this Agreement.

“ORRI Transfer” has the meaning given thereto in the Master Conveyance.

“OTCQX” has the meaning set forth in Section 3.16(c).

“Person” means an individual, a corporation, partnership, limited liability company, trust, estate or other organization.

“Production” has the meaning given thereto in the Master Conveyance.

“Quarter” means, for the initial period, the period which commences on the Effective Time and continues through and includes the Quarterly Record Date for the applicable calendar quarter during which the Effective Time occurs, and for succeeding periods the period which commences on the day following a Quarterly Record Date and continues through and includes the next succeeding Quarterly Record Date.

“Quarterly Distribution Amount” means for each Quarter an amount determined by the Trustee (pursuant to Section 5.2 hereof) to be equal to the excess, if any, of (a) the cash received by the Trustee during the Quarter attributable to the Royalties, plus any cash available for distribution as a result of the reduction or elimination during the Quarter of any existing cash reserve created pursuant to Section 3.8 hereof to provide for the payment of liabilities of the Trust, plus any other cash receipts of the Trust during the Quarter including without limitation any cash received from interest earned pursuant to Section 3.4 or pursuant to sales of the interests in the Royalty or other assets of the Trust, other than interest earned on deposits of the Quarterly Distribution Amount for any prior Quarter pending distribution of such amount, over (b) the liabilities of the Trust paid during the Quarter, plus the amount of any cash used pursuant to Section 3.8 hereof in the Quarter to establish or increase a cash reserve for the payment of any accrued, future or contingent liabilities of the Trust. If the Quarterly Distribution Amount determined in accordance with the preceding sentence shall for any Quarter be a negative amount, then the Quarterly Distribution Amount shall be zero, and such negative amount shall reduce the next Quarterly Distribution Amount.

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“Quarterly Record Date” for each calendar quarter means the close of business on the 30th day following the end of such calendar quarter or such other date as may be established by the Trustee in order to comply with applicable law or the rules of any securities exchange or quotation system on which the Trust Units may be listed or admitted to trading, in which event “Quarterly Record Date” means such other date.

“Recordable Conveyance” means each recordable Conveyance of Overriding Royalty Interests between Company and/or its Affiliates and the Trust contemplated by the Master Conveyance pursuant to which Royalties are to be conveyed to the Trust.

“Record Date Unitholders” has the meaning set forth in Section 8.2 of this Agreement.

“Regular Trustees” has the meaning set forth in the recitals.

“Reserve Report” means a report of estimated proved reserves attributable to the Royalties and the present value thereof prepared on the basis required by the SEC for inclusion in financial statements filed with the SEC.

“Respondent” has the meaning set forth in Article XI.

“Responsible Officer” means (a) with respect to the Delaware Trustee, any officer in the office of the Delaware Trustee having direct responsibility for the administration of this Agreement, and with respect to a particular corporate trust matter, any officer of the Delaware Trustee to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject, and (b) with respect to the Trustee, any officer in the office of the Trustee having direct responsibility for the administration of this Agreement, and with respect to a particular corporate trust matter, any officer of the Trustee to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

“Royalties” means the overriding royalty interests conveyed to the Trust pursuant to the Conveyances.

“Rules” has the meaning set forth in Article XI.

“Sales Proceeds Amounts” means any cash paid to the Trust upon the sale of Royalties or other assets of the Trust pursuant to Section 3.2 or Section 9.3 after deduction of Trust expenses related to such sale or the establishment by the Trustee of cash reserves in such amounts as the Trustee in its sole discretion deems appropriate for claims and obligations of the Trust, including contingent, conditional and unmatured claims and obligations in accordance with Section 3808 of the Delaware Trust Act or otherwise.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the Securities and Exchange Commission and any agency which may succeed to its responsibilities and functions after the date hereof.

“Securities Act” means the Securities Act of 1933, as amended.

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“Securities Act Registration Statement” means the registration statement on Form S-4, which has been filed by the Trust with and declared effective by the SEC to register the offering and sale of the Units under the Securities Act.

“Special Provisions” has the meaning set forth in Article XI.

“Subject Interests” has the meaning set forth in the Conveyances.

“Termination Time” has the meaning set forth in the Recordable Conveyance.

“Transaction Documents” means this Agreement and the Conveyances.

“Transferee” as to any Unitholder or former Unitholder, means any Person succeeding to the interest of such Unitholder or former Unitholder in one or more Units of the Trust, whether as purchaser, donee, legatee or otherwise.

“Trust” means the statutory trust created hereby which shall be held and administered as provided herein and in accordance with the terms and provisions (not inconsistent with any terms and provisions hereof) of the Delaware Trust Act.

“Trust Estate” means the assets held by the Trust (or the Trustee on its behalf) under this Agreement, and shall include both income and principal if separate accounts or records are kept therefor.

“Trust Obligations” has the meaning set forth in Section 3.7 of this Agreement.

“Trustee” means the trustee (other than the Delaware Trustee) designated in the introductory paragraph of this Agreement, or any successor, during the period it is so serving in such capacity.

“Unit” means an undivided fractional interest in the Beneficial Interest, determined as hereinafter provided.

“Unitholder” means the owner of one or more Units as reflected on the books of the Trust pursuant to Article IV.

“VWAP” means the market price of one Unit from the open of trading on the relevant trading day until the close of trading on the relevant trading day determined, using a volume-weighted average method. If the VWAP of the Unit cannot be determined, the closing price of the Unit for the relevant trading day, on the market or system that the Units are most commonly quoted or traded, will be substituted for the VWAP.

“Wilmington” has the meaning set forth in the recitals.

Section 1.2. Rules of Construction. Article, Section, subsection, Schedule and Annex references in this Agreement are references to the corresponding Article, Section, subsection, Schedule and Annex to this Agreement, unless otherwise specified. All Schedules and Annexes attached to this Agreement constitute a part of this Agreement and are incorporated herein for all

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purposes. If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement clearly requires otherwise, the singular shall include the plural and the plural shall include the singular wherever and as often as may be appropriate. All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The words “includes” or “including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. Any reference in this Agreement to “$” or “dollars” shall mean the lawful currency of the United States of America. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day. The words “hereof,” “hereby,” “herein,” “hereinafter,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The provision of a table of contents and the division of this Agreement into Articles, Sections and other subdivisions are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. To the extent that provisions of this Agreement provide any protection, indemnification, exculpation, reduction of liability, or other agreement for the benefit of the Trustee or Delaware Trustee (collectively, the “Protective Provisions”), the Trustee and Delaware Trustee shall be entitled to the benefit of each and every one of the Protective Provisions, and shall not be required to elect among Protective Provisions; it being hereby agreed that the intent and agreement of the parties to this Agreement are to provide the maximum possible cumulative protective benefit of the Protective Provisions to the Trustee and Delaware Trustee.

ARTICLE II.

NAME AND PURPOSE OF THE TRUST

Section 2.1. Name. The Trust continued by this Agreement shall remain a Delaware statutory trust under the Delaware Trust Act. The Trust shall continue to be known as the Gulf Coast Ultra Deep Royalty Trust, and the Trustee may transact the Trust’s affairs in that name. The continuation and operation of the Trust shall be in accordance with this Agreement, which shall constitute the “governing instrument” of the Trust within the meaning of Section 3801(f) of the Delaware Trust Act. In the event that a Responsible Officer of either the Delaware Trustee or the Trustee becomes aware that any statement contained or matter described in the Trust’s Certificate of Trust has changed, making it false in any material respect, it will notify the other trustee and the Trustee shall promptly file or cause to be filed in the office of the Secretary of State of Delaware an amendment of same at the written direction of the Trustee, duly executed in accordance with Section 3811 of the Delaware Trust Act, in order to effect such change thereto, such filing to be in accordance with Section 3810(b) of the Delaware Trust Act.

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Section 2.2. Purposes. The purposes of the Trust are, and the Trust (and the Trustee on behalf of the Trust) shall have the power and authority and is hereby authorized:

(a) to acquire, receive, hold, protect and conserve, for the benefit of the Unitholders, the Trust Estate;

(b) to issue the Units in accordance with Section 2.5 and act as transfer agent;

(c) to receive payments with respect to the Royalties as provided in the Conveyances;

(d) to convert the Royalties to cash either (i) by retaining them and collecting the proceeds from production payable with respect thereto until production has ceased or the Royalties have otherwise terminated or (ii) by selling or otherwise disposing of all or a part of the Royalties in accordance with and subject to the terms of this Agreement and the Conveyances;

(e) to pay, or provide for the payment of, any costs and liabilities incurred in carrying out the purposes of the Trust, and thereafter to distribute the remaining amounts of cash received by the Trust to the Unitholders pro rata based on the number of Units owned;

(f) to cause to be prepared and file (i) reports required to be filed under the Exchange Act, (ii) any reports required by the rules of any securities exchange or quotation system on which the Units are listed or admitted to trading, and (iii) any reports, forms or returns required to be filed pursuant to tax laws and any other applicable laws and regulations;

(g) to incur indebtedness in order to pay the liabilities of the Trust as they become due, if necessary, any such indebtedness to be unsecured except as provided in in Section 3.9(b), Section 6.2, Section 7.5 or elsewhere in this Agreement;

(h) to establish, evaluate and maintain a system of disclosure controls and procedures and internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes Oxley Act or any successor requirement;

(i) subject to the terms of the Master Conveyance and Section 9.3 of this Agreement, to sell and dispose of the Trust Estate as permitted hereby and dissolve the Trust pursuant to Article IX;

(j) to elect to take the Royalty in-kind pursuant to Section 2.02 of the Recordable Conveyance; provided, however, that the Trust shall have no obligation to do so under any circumstances;

(k) to enter into and perform each and all of its obligations under the Transaction Documents; and

(l) subject to Section 3.3, to engage in such other activities as are necessary or convenient for the attainment of any of the foregoing or are incident thereto and which may be engaged in or carried on by a statutory trust under the Delaware Trust Act.

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Depositor and Grantor hereby authorize the Trustee on behalf of the Trust to execute and deliver, and to cause the Trust to perform its obligations under the Transaction Documents and the activities contemplated therein.

Section 2.3. Nature of the Trust. It is the intention and agreement of Depositor, Grantor, the Trustee and the Delaware Trustee to continue the Trust as a statutory trust within the meaning of Section 3801(f) of the Delaware Trust Act, for the benefit of the Unitholders, and as a grantor trust for federal income tax purposes. As set forth above and amplified herein, the Trust is intended to be a passive entity limited to the receipt of revenues attributable to the Royalties and the distribution of such revenues, after payment of or provision for Trust expenses and liabilities, including expenses and liabilities that may be contingent or otherwise uncertain, to the Unitholders. It is neither the purpose nor the intention of the parties hereto to create, and nothing in this Trust Agreement shall be construed as creating, a partnership, joint venture, joint stock company or business association between or among Unitholders, present or future, or among or between Unitholders, or any of them, and any one or more of the Trustee, the Delaware Trustee, Depositor or Grantor. Neither the Trustee nor the Delaware Trustee, in its individual capacity or otherwise, makes any representation as to the validity or sufficiency of this Agreement or the Units. Neither the Trustee nor the Delaware Trustee has had any access to any information regarding the Royalties or the Subject Interests and neither the Trustee nor the Delaware Trustee makes any representation or warranty or other statement regarding any potential payments to be received by the Trust or the Unitholders or the value, if any, of the Conveyances or the Units or any other matter regarding any estimate of value that may be ascribed to the Units by any Person.

Section 2.4. Transfer of Trust Property to the Trust.

(a) Depositor has paid to the Original Trustees, in trust, and concurrently with the execution and delivery of this Agreement the Original Trustees have transferred to the Trustee, and the Trustee has accepted and agreed to hold in trust, for the uses and purposes provided herein, the sum of Ten Dollars ($10.00). Pursuant to the Merger Agreement, Depositor has agreed to cause Company and/or its Affiliates to enter into the Master Conveyance and to grant, bargain, sell, convey and assign the Royalties to the Trust as provided for in the Master Conveyance, for the uses and purposes provided herein and for the benefit of the Unitholders, pursuant to the Conveyances.

(b) In accordance with the terms of the Master Conveyance (including Section 2.1(h) and Section 5.2 thereof), Grantor may at any time or from time to time, without the consent of the Unitholders, sell a divided or undivided portion of its interest in the Subject Interests, provided, however, that except as provided in Section 2.1(h) of the Master Conveyance, such sale shall be subject to and burdened by the Royalties that burden such portion of the interest held by Grantor or any of its Affiliates. Promptly after completion of any such sale, Grantor shall so notify the Trustee in writing. Any purchaser of such interest shall be the assignee of Grantor to the extent of the interest sold and shall be bound by the obligations of Grantor under this Agreement and the Conveyances to such extent. Notwithstanding any such sale, Grantor shall remain responsible for the performance of, and no such sale shall relieve Grantor of its responsibilities with respect to, its obligations to provide information and reporting to the Trust and Trustee pursuant to this Agreement.

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(c) Concurrently with the execution and delivery of this Agreement, counsel to Depositor and Grantor are delivering legal opinions to the Trust and Trustee in form and substance acceptable to the Trustee.

Section 2.5. Issuance of Units.

(a) As of the execution and delivery of this Agreement, the Trust hereby issues 129,210,542 Units to the Exchange Agent for distribution to the holders of the Company Common Stock and 100,962,154 Units to the Depositor (including 38,805,658 Company Convertible Units). The Units to be credited to the Exchange Agent and the Depositor, as applicable, shall be uncertificated and ownership thereof evidenced by entry of a notation in an ownership ledger maintained for such purpose by the Trustee or a transfer agent designated by the Trustee (“Book-Entry Units”). The Unitholders (including the Depositor for so long as any Units are registered in Depositor’s name) shall be the sole beneficial owners of the Trust Estate and the Trust. Upon the surrender and exchange of the shares of Company Common Stock in accordance with the Merger Agreement or the distribution of the Company Convertible Units to the holders of the Company Convertible Securities in accordance with the respective terms of the underlying governing documents of the Company Convertible Securities and the Merger Agreement, the Exchange Agent or Depositor, as applicable shall notify the Trustee or a transfer agent designated by the Trustee and the ownership of such Units so exchanged or distributed shall be reflected in the ledger maintained for such purpose by the Trustee or transfer agent designated by the Trustee.

(b) If the Units have not satisfied the MPC for the NYSE or NASDAQ within nine (9) months of the Closing, then Depositor shall use its commercially reasonable best efforts to direct the Trustee to cause a vote of Unitholders to be held within (i) if there is not an SEC review of the proxy materials, eleven (11) months of the Closing or (ii) if there is an SEC review of the proxy materials, sixty (60) days following the conclusion of such review, and in each case in accordance with Section 8.3 hereof, to approve any subdivision, split or combination of Units, the effect of which shall be in accordance with Section 3.20(k) hereof and would be expected to result in a price per Unit following such subdivision, split or combination that exceeds the MPC for the NYSE or NASDAQ, as applicable. If such subdivision, split or combination of Units is approved by the Unitholders in accordance with Section 8.3, the Depositor shall use its commercially reasonable best efforts (as such term is defined in Section 3.16(c)) to fulfill its obligations pursuant to Section 3.16(c). For the avoidance of doubt, any Units owned by Depositor or its Affiliates shall be deemed outstanding for all purposes, including the right to vote such Units, and shall be entitled to vote such Units in any vote to approve any subdivision, split or combination of Units (and shall vote such Units in favor of approving any such subdivision, split or combination proposed by Depositor in connection with this Section 2.5(b)), and no such vote shall be deemed to present a material conflict of interest between Depositor or its Affiliates, on the one hand, and the Unitholders other than Depositor or its Affiliates, on the other hand. The Trust is hereby authorized to issue such additional number of Units as is required from time to time in connection with any such subdivision, split or combination.

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Section 2.6. Principal Offices. Unless and until changed by the Trustee, the address of the principal office of the Trustee is 919 Congress Avenue, Suite 500, Austin, Texas 78701. Unless and until changed by the Delaware Trustee, the address of the principal office of the Delaware Trustee is BNY Mellon Trust of Delaware, 100 White Clay Center, Suite 102, Newark, Delaware 19711. The principal office of the Trust shall be in care of the Trustee. The Trust also may maintain offices at such other place or places within or without the State of Delaware as the Trustee deems advisable.

ARTICLE III.

ADMINISTRATION OF THE TRUST

Section 3.1. General.

(a) The Trustee accepts the Trust created by this Agreement and agrees to perform its duties in accordance with the terms of this Agreement. Subject to the limitations set forth in this Agreement, the Trustee, acting alone, without the approval or consent of, or notice to, the Delaware Trustee or any Unitholder, is authorized (as Trustee or in the name of or on behalf of the Trust) to take such action as in its judgment is necessary, desirable or advisable best to achieve the purposes of the Trust, including the authority to enter into the Conveyances, to agree to modifications or settlements of the terms of the Conveyances or to settle disputes with respect thereto, so long as such modifications or settlements do not alter the nature of the Royalties as rights to receive a share of the proceeds of oil and gas produced from the properties burdened by such Royalties free of any obligation for drilling, development or operating expenses and as rights which do not possess any operating rights or obligations. In accordance with the terms of the Master Conveyance, the Trustee may only sell or otherwise dispose of all or any portion of the Royalties as described in Section 3.2. Except to the extent otherwise expressly provided in this Agreement, the Trustee shall perform all obligations and duties of a trustee of the Trust other than fulfilling the Trust’s obligations pursuant to Section 3807(a) of the Delaware Trust Act. The Trustee shall only have the duties set forth in this Amended and Restated Trust Agreement. The Trustee does not have any additional duties that would be imposed on a trustee under the Louisiana Trust Code or any other applicable Louisiana law.

(b) Notwithstanding any other provision hereof to the contrary, the parties hereto agree to the following:

(i) BNY Mellon Trust of Delaware is appointed to serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the requirement of Section 3807(a) of the Delaware Trust Act that the Trust have at least one trustee with a principal place of business in the State of Delaware. It is understood and agreed by the parties hereto that the Delaware Trustee shall not be the “Trustee” hereunder and shall have none of the duties or liabilities of the Trustee.

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(ii) The duties of the Delaware Trustee shall be limited strictly to (1) accepting legal process served on the Trust in the State of Delaware and (2) the execution of any certificates required to be filed with the Delaware Secretary of State which the Delaware Trustee is required to execute under Section 3811 of the Delaware Trust Act. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, Depositor, Grantor or the Unitholders, it is hereby understood and agreed by the parties hereto that such duties and liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Agreement. The Delaware Trustee shall have no liability for the acts or omissions of any Trustee.

(iii) The Delaware Trustee may resign, and such resignation shall be effective, upon thirty (30) days prior written notice to the Depositor and the Trustee; provided, that any resignation of the Delaware Trustee shall only be effective at such time as a qualified successor Delaware Trustee has been appointed and accepted its appointment in accordance with Section 6.8.

(iv) The Delaware Trustee shall not be personally liable under any circumstances, except for its own willful misconduct, bad faith or gross negligence. The Delaware Trustee shall not be personally liable for any error of judgment made in good faith. The Delaware Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof.

(v) No provision of this Agreement shall require the Delaware Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder.

(vi) Under no circumstances shall the Delaware Trustee be personally liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust.

(vii) As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Delaware Trustee may for all purposes hereof rely on a certificate, signed by the Trustee, Grantor or Depositor, as to such fact or matter, and such certificate shall constitute full protection to the Delaware Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

(viii) In accepting and performing its duties hereunder the Delaware Trustee acts not in its individual capacity, and all persons having any claim against the Delaware Trustee by reason of the transactions contemplated by this Agreement or any other Trust related document or agreement shall look only to the Trust’s property for payment or satisfaction thereof.

(c) The Delaware Trustee accepts the Trust created by this Agreement and agrees to perform its duties in accordance with the terms of this Agreement. The Trustee shall reasonably keep the Delaware Trustee informed of any material action taken by the Trustee with respect to the Trust.

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(d) Notwithstanding any other provision hereof to the contrary, and in addition to the other Protective Provisions regarding the Trustee contained elsewhere in this Agreement, the parties hereto agree to the following:

(i) The Trustee may consult with counsel, who, with Depositor’s consent, may be counsel to Depositor, and may rely on and act in accordance with the advice of counsel without liability for any action taken or not taken in connection therewith;

(ii) The Trustee shall not be liable to any Unitholder or to Depositor or to Grantor or to any other Person for errors in judgment made in good faith;

(iii) The Trustee may take any action approved by the Unitholders in accordance with this Agreement and shall not incur any liability to any Unitholder or to Depositor or to Grantor or to any other Person for doing so;

(iv) The Trustee shall be deemed not to have notice of any fact, including any fact that would constitute a breach of this Agreement or a default by Depositor or Grantor under this Agreement unless the trust officer of the Trustee responsible for the administration of the Trust has actual written notice of such fact;

(v) Except for reports and other written information addressed to the Trustee, the delivery to the Trustee of reports and other written information by itself shall not constitute actual or constructive notice to the Trustee of the information contained therein.

(vi) None of (x) any independent registered public accounting firm that may be engaged by or on behalf of the Trust, (y) the Trust or (z) the Trustee shall have any liability for any claims, liabilities or Expenses relating to such firm’s engagement or any report issued by such firm in connection with such engagement other than fees and expenses approved by the Trustee. Any dissemination or publication of any report issued by any such firm shall be subject to the consent of such firm; and

(vii) The Trustee shall not be required to risk or expend its own funds under any circumstances in connection with the performance of its duties under this Agreement.

Section 3.2. Limited Power to Dispose of Royalties.

(a) Subject to, and in accordance with, the terms of the Master Conveyance, the Trustee may only sell or otherwise dispose of all or any portion of the Royalties as permitted under Section 3.5, Section 3.9(b), Section 6.6(b) and Section 9.3 of this Agreement and as permitted or required under Section 2.1(g), Section 2.1(h), Section 3.1, Section 5.1, Section 5.4, Section 5.5 and Section 8.2 of the Master Conveyance.

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(b) The Trustee shall use reasonable efforts to effect any sale directed by the Unitholders in accordance with Article VIII; provided, however, that notwithstanding any other provision of this Agreement, the Trustee shall incur no liability to any Unitholder or to any other person for (i) any failure to effect any such sale, regardless of any approval thereof by the Unitholders, or (ii) the terms of any such sale or any other matter relating thereto, unless such liability arises out of, or is based upon, any fraudulent misrepresentation, gross negligence, or willful misconduct of the Trustee or for acts or omissions in bad faith as adjudicated by arbitration (subject to the Trustee’s consent to such arbitration in accordance with Article XI) or a final, nonappealable judgment of a court of competent jurisdiction; it being agreed that the Trustee shall have no responsibility or liability to any Unitholder or to any other person in connection with any sale or other disposition of all or any part of the Royalties or the failure of any such sale to occur.

(c) This Section 3.2 shall not be construed to require approval of the Unitholders, and no approval of the Unitholders shall be required, for any relinquishment, sale or other disposition of all or any part of the Royalties pursuant to Section 3.5, Section 3.9, Section 6.6(b) or Section 9.3 of this Agreement or as required or permitted under Section 2.1(g), Section 2.1(h), Section 3.1, Section 5.1, Section 5.4, Section 5.5 or Section 8.2 of the Master Conveyance. The Trustee is authorized to retain any of the Royalties in the form in which such property was transferred to the Trust, without regard to any requirement to diversify investments or other requirements.

(d) At least thirty (30) days prior to the closing of an ORRI Transfer, Trustee shall notify Depositor and Depositor shall deliver or cause to be delivered to each record holder of the Company Convertible Securities written notice of such ORRI Transfer. If any such holder of the Company Convertible Securities converts such Company Convertible Securities in accordance with the respective terms of the applicable underlying agreements prior to the closing of the ORRI Transfer, then such holder shall be deemed to hold the number of Units that would be distributed to such holder upon such conversion (whether or not such Units have been distributed to such holder).

Section 3.3. No Power to Engage in Business, Make Investments or Enter into Certain Contracts. Neither the Trustee nor the Delaware Trustee shall, in its capacity as Trustee or Delaware Trustee, as applicable, under the Trust, engage in any business or commercial activity of any kind whatsoever and shall not, under any circumstances, use any portion of the Trust Estate to acquire any oil and gas lease, royalty or other mineral interest other than the Royalties and the proceeds thereof, or, except as permitted in this Agreement, acquire any other asset. Neither the Trustee nor the Delaware Trustee shall have any right or duty to operate the Subject Interests, to market any production therefrom, or to exercise any authority or oversight over any aspect of the operation of the Subject Interests or the marketing of any production therefrom. The Trustee shall not accept contributions to the Trust other than the Royalties and the initial cash deposit and any amounts to be contributed by Depositor or its Affiliates pursuant to this Agreement, including any amounts to be contributed pursuant to Sections 3.7, 3.16(b), 3.20(e) or

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7.5(c). Whether or not the Trustee expressly so provides in any contract or undertaking of the Trust or in its capacity as Trustee under the Trust, to the fullest extent permitted by law, (a) any liability of the Trust arising out of such contract shall be satisfiable only out of the Trust Estate, (b) in any event, including the exhaustion of the Trust Estate, such liability shall not be satisfiable out of any amounts at any time distributed to any Unitholder or out of any other assets of any Unitholder, and (c) in any event, including the exhaustion of the Trust Estate, such liability shall not be satisfiable out of any asset of the Trustee.

Section 3.4. Interest on Cash on Hand. Cash being held by the Trustee as a reserve for liabilities (other than cash being held for the payment of administrative costs payable pursuant to Article VII and other than cash being held for distribution at the next Distribution Date, all of which may be held in one or more non-interest bearing account(s) with the Bank or any other financial institution selected by the Trustee) shall be placed by the Trustee with one or more banks or financial institutions (which may be, or may include, any bank serving as Trustee) and invested (in the Trustee’s discretion) in: (a) a money market or similar account payable on demand without penalty; (b) obligations issued (or unconditionally guaranteed) by the United States of America or any agency or instrumentality thereof (provided such agency or instrumentality obligations are secured by the full faith and credit of the United States of America); (c) repurchase agreements secured by obligations qualifying under subparagraph (b) above; (d) certificates of deposit of any bank having capital, surplus and undivided profits in excess of $100,000,000; or (e) money market mutual funds comprised solely of securities described in clauses (b) and (c). The interest rate on reserves placed with any bank or financial institution serving as Trustee shall be the interest rate that such bank or financial institution pays in the normal course of business on amounts placed with it, taking into account the amounts involved, the period held and other factors deemed relevant by the Trustee. Any such government obligations, repurchase agreements or certificates of deposit representing funds to be distributed at the next Distribution Date must mature on or before the next succeeding Distribution Date and must be held to maturity. To the extent not prohibited by the Delaware Trust Act, any such cash may be placed with the Bank or any successor bank serving as Trustee. In lieu of exercising discretion over the selection of the investment of cash pursuant to this Section 3.4, the Trustee may request instructions from Depositor regarding the investment of any such amounts, and Depositor shall provide such instructions to the Trustee. The Trustee shall be fully protected and shall incur no liability for acting in accordance with any such instructions. Notwithstanding any other provision hereof, the Trustee shall not be liable for its selection of permitted investments or for any investment losses result from such investments. Notwithstanding anything contained herein to the contrary, the Delaware Trustee shall not be obligated to accept any cash or other assets for investment or otherwise.

Section 3.5. Power to Settle Claims. Subject to the limitations specified in this Agreement, the Trustee is authorized to prosecute or defend, or to settle by arbitration or otherwise, any claim of or against the Trustee, the Trust or the Trust Estate, to waive or release rights of any kind and to pay or satisfy any debt, tax or claim upon any evidence deemed sufficient by the Trustee in its sole discretion, without the joinder or consent of any Unitholder. The Unitholders shall have no power to prosecute any claim of the Trust or the Trust Estate against any Person other than to prosecute a claim to compel performance by the Trustee on behalf of the Trust or the Trust Estate.

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Section 3.6. Power to Contract for Services. In the administration of the Trust, the Trustee is empowered to employ oil and gas consultants (who may also be engaged as consultants for Grantor), independent reserve or reservoir engineers (who may also be engaged as independent reserve or reservoir engineers for Grantor), accountants (who may be the same accounting firm engaged as outside auditors for Grantor), attorneys (who may be counsel to Grantor unless Grantor otherwise notifies the Trustee in writing), transfer agents and other professional and expert Persons and to employ or contract for clerical and other administrative assistance (including assistance from Grantor or its Affiliates), to delegate to Agents any matter, whether ministerial or discretionary, and to act through such Agents and to make payments of all fees for services or expenses in any manner thus incurred out of the Trust Estate.

Section 3.7. Payment of Liabilities of Trust; Depositor Funding Obligation.

All expenses and liabilities of the Trust, including, without limitation, all amounts payable to the Trustee or the Delaware Trustee under Section 7.1, Section 7.2, or Section 7.3, amounts required to repay any Depositor Loans, compensation to such Persons as may be employed as provided for in Section 3.6 hereof, amounts to repurchase Units pursuant to Section 3.15(c) and the fees, charges, expenses, disbursements and other costs incurred by the Trustee or Delaware Trustee in connection with the discharge of its duties under this Agreement (collectively, “Trust Obligations”) shall be paid by the Trustee to the extent that funds of the Trust are available therefor (which shall not include funds previously set aside for payment of a Quarterly Distribution Amount); provided that to the extent the Trust Obligations exceed the funds of the Trust available therefor, the Trust Obligations shall be paid promptly by Depositor, as a contribution to the Trust and without any right of repayment or interest in the Trust as a result thereof, up to a maximum of $350,000 per calendar year (the “Depositor Annual Expense Cap”), and any amount in excess of the Depositor Annual Expense Cap shall, except as provided in Section 3.16(d) or Section 3.16(e) (for clarity, Expenses under Section 3.16(d) or Section 3.16(e) shall not be subject to or count against or part of the Depositor Annual Expense Cap, and shall be paid by Depositor in accordance with Section 3.16(d) or Section 3.16(e), as applicable), be paid by the Trust out of proceeds of Depositor Loans or loans pursuant to Section 3.9(b). Trust Obligations required to be paid by Depositor may be paid directly by Depositor or, at the request of the Trustee, Depositor shall transfer to the Trustee from time to time funds equal to the aggregate amount of Trust Obligations that Depositor would otherwise be required to pay, and the Trustee shall utilize such funds to pay such Trust Obligations. The obligation of Depositor to make Depositor Loans is set forth in Section 7.5.

Section 3.8. Establishment of Reserves. With respect to any liability that is contingent or uncertain in amount or that otherwise is not currently due and payable, the Trustee in its sole discretion may, but is not obligated to, establish a cash reserve for the payment of such liability.

Section 3.9. Limited Power to Borrow.

(a) Trustee on behalf of the Trust is authorized and directed to borrow funds from Depositor or any Affiliate of Depositor (as Depositor Loans), directly or indirectly, for the purposes described in Section 3.7 and Section 7.5. Any Depositor Loan pursuant to this Section 3.9 or Section 7.5 may be evidenced by a written promissory note executed by the Trustee on behalf of the Trust, and shall (i) be on an unsecured basis, (ii)

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have a maturity date no earlier than the Dissolution Date, (iii) be interest-free, and (iv) be without recourse to the Trustee, it being agreed that any such loan shall be payable solely out of the assets of the Trust. Depositor Loans shall be paid in full prior to distributions to Unitholders.

(b) If at any time the cash on hand and to be received by the Trust and available to pay Trust Obligations or to purchase Units if required under Section 3.15(c) is not, or may not be, in the judgment of the Trustee, sufficient to pay the Trust Obligations as they become due or to purchase Units if required under Section 3.15(c), and Depositor fails to make Depositor Loans in such amounts and at such times as Trustee deems sufficient (provided, however, that nothing herein is intended to relieve Depositor of its obligation to fund or cause an Affiliate of Depositor to fund all amounts requested by the Trustee pursuant to Section 7.5 in accordance with the provisions of Section 7.5), the Trustee is authorized to borrow the funds required to pay such Trust Obligations or make such purchases from any party other than Depositor and its Affiliates. If the Trust borrows any amounts pursuant to this Section 3.9(b), no further distributions will be made to Unitholders (except in respect of any previously determined and unpaid Quarterly Distribution Amounts) until the indebtedness created by such borrowing has been paid in full. To secure payment of such indebtedness, the Trustee is authorized (without any vote of Unitholders) to mortgage, pledge, grant security interests in or otherwise encumber (and to include as a part thereof any and all terms, powers, remedies, covenants and provisions deemed necessary or advisable in the Trustee’s discretion, including, without limitation, the power of sale with or without judicial proceedings) the Trust Estate, or any portion thereof, including the Royalties, and to carve out and convey production payments.

(c) No provision of this Agreement shall require either the Trustee, the Delaware Trustee or any other Person serving as a fiduciary hereunder, to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. The Trustee and the Delaware Trustee or any other Person serving as fiduciary hereunder shall be indemnified and held harmless by Depositor and Grantor in accordance with Section 6.2 for any liability incurred in the performance of any of its duties under this Agreement. In no event shall the Trustee be responsible for the payment of any Quarterly Distribution Amount, Sales Proceeds Amounts or other amount except to the extent that it has sufficient cash on hand on behalf of the Trust to make such payment.

Section 3.10. Income and Principal. The Trustee shall not be required to keep separate accounts or records for income and principal or maintain any reserves for depletion of the Royalties. However, if the Trustee does keep such separate accounts or records, then the Trustee is authorized to treat all or any part of the receipts from the Royalties as income or principal without having to maintain a reserve therefor, and in general to determine all questions as between income and principal and to credit or charge to income or principal, or to apportion between them any receipt or gain and any charge, disbursement or loss.

Section 3.11. [Reserved].

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Section 3.12. Transactions between Related Parties. Each of the Trustee and the Delaware Trustee shall not be prohibited in any way in exercising its powers from making contracts or having dealings with itself or its Affiliates in any other capacity (fiduciary or otherwise) or with Depositor or Grantor or any Affiliate of either of them.

Section 3.13. No Bond Required. Neither the Trustee nor the Delaware Trustee shall be required to furnish any bond or security of any kind.

Section 3.14. Timing of Trust Income and Expenses. The Trustee will attempt in good faith to cause the Trust and the Unitholders to recognize income and expenses on Quarterly Record Dates. The Trustee will invoice the Trust for services rendered by the Trustee on a periodic basis and, except to the extent that the Trustee’s fees previously have been paid directly by Depositor as agreed in Schedule 2 to this Agreement, shall cause the Trust to pay such invoices upon receipt by the Trust to the extent that funds of the Trust are available therefor (which shall not include funds previously set aside for payment of a Quarterly Distribution Amount), and will attempt in good faith to cause all Persons to whom the Trust becomes liable to invoice the Trust for such liability on a periodic basis and to cause the Trust to pay any such invoices to the extent that funds of the Trust are available therefor (which shall not include funds previously set aside for payment of a Quarterly Distribution Amount) upon receipt by the Trust. In connection with the requirements of any securities exchange on which the Units are listed or market system through which Units are traded, the Trustee will, if required by such securities exchange or market system, use all reasonable efforts to determine the Quarterly Distribution Amount and report such amount to the exchange or market system at such time as may be required by such securities exchange or market system.

Section 3.15. Divestiture of Units. If at any time the Trust or the Trustee is named a party in any judicial or administrative proceeding which seeks the cancellation or forfeiture of any property in which the Trust has an interest because of the nationality, or any other status, of any one or more Unitholders, the following procedures will be applicable:

(a) The Trustee will promptly give written notice (“Notice”) to each Unitholder (“Ineligible Holder”) whose nationality or other status is an issue in the proceeding as to the existence of such controversy related to the Royalties, the Trust or the Units. The Notice will contain a reasonable summary of such controversy and will constitute a demand to each Ineligible Holder that he dispose of his Units to a party which would not be an Ineligible Holder within 30 days after the date of the Notice.

(b) If any Ineligible Holder fails to dispose of his Units as required by the Notice, Depositor will have the right to purchase, and will purchase, any such Units at any time during the 90 days after the expiration of the 30-day period specified in the Notice; provided that in no case shall Depositor be required to purchase Units for an aggregate purchase price in excess of $1 million (“IH Purchase Cap”). The purchase price on a per Unit basis will be determined as of the last Business Day (“Determination Day”) preceding the end of the 30-day period specified in the Notice and will equal the following per Unit amount: (i) if the Units are then listed on a securities exchange the price will equal the closing price of the Units on such exchange (or, if the Units are then listed on more than one exchange, on the largest such exchange in terms of the volume of

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Units traded thereon during the preceding twelve months) on the Determination Day if any Units were sold on such exchange on such day or, if not, on the last preceding day on which any Units were sold on such exchange; (ii) if the Units are not then listed on any securities exchange, but are traded through a market system, the price will equal the mean between the closing bid and asked prices for the Units in such market system on the Determination Day if quotations for such prices on such day are available or, if not, on the last preceding day for which such quotations are available; or (iii) if the Units are not then listed on any stock exchange or traded through any market system, the price will be determined by dividing the present value of the estimated discounted future net revenues attributable to proved reserves of the Royalties as reflected in the latest Reserve Report prepared for the Trust, prepared using a discount rate of ten percent (10%) or such other rate required by the SEC and otherwise in accordance with such other criteria as shall then be prescribed by the SEC as contemplated by Section 3.17 (minus all liabilities of the Trust) by the number of Units (including the Units to be purchased) then outstanding. Depositor shall tender to the Trustee the aggregate purchase price for the Units to be purchased pursuant to this Section 3.15 by wire transfer of immediately available funds to the account of the Trustee set forth on Schedule 1 (or such other account as designated in writing by the Trustee after the date hereof), and the Trustee shall tender the above cash purchase price to each Ineligible Holder at his address as shown on the records of the Trustee or the nominee holder through which the Ineligible Holder holds such Units, either in person or by mail as provided in Section 12.6, accompanied by notice of cancellation. Concurrently with such tender the Trustee shall reflect the purchase of such Units then owned by such Ineligible Holder and for which tender has been made, and the Trustee shall reflect such purchase in the records of the Trustee and instruct the transfer agent for the Units, if there shall then be one other than the Trustee, in writing to reflect such purchase in the records of such transfer agent. Upon such purchase, all interests, rights and benefits of the Ineligible Holder as a Unitholder shall terminate. In the event the tender is refused by the Ineligible Holder or if the tendered sum is returned to the Trustee, the tendered sum shall be held by the Trustee in a non- interest bearing account (unless the Trustee determines that it is legally required to hold the amount in an interest-bearing account) for the benefit of such Ineligible Holder, until proper claim for same (together with interest, if any, accrued thereon) has been made by such Ineligible Holder, but subject to applicable laws concerning unclaimed property. If a Determination Day shall occur prior to the earliest date at which a Reserve Report is available to the Trust and at such time, the Units are not then listed on any stock exchange or traded through any market system, the price will be determined by the good faith resolution of Grantor’s Board of Directors, a copy of which, certified by Grantor’s Secretary, will be provided by Grantor to the Trustee promptly upon the adoption thereof.

(c) To the extent that the aggregate purchase price of the Units held by Ineligible Holders required to be purchased by the Depositor pursuant to Section 3.15(b) exceeds the IH Purchase Cap, then the Trustee shall have the right to cause the Trust to purchase, and shall cause the Trust to purchase, any such Units in excess of the IH Purchase Cap to the extent cash is available to the Trust (pursuant to Section 3.7, Depositor Loans or Royalty proceeds) on the same terms and conditions and in the same manner as set forth in Section 3.15(b).

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(d) Notwithstanding any other provision of this Agreement, the Trustee shall incur no liability to any Unitholder or to any other person as a result of any action the Trustee may take or fail to take under this Section 3.15 or otherwise as a result of the Trustee’s compliance or inability for any reason to comply with its duties under this Section 3.15, unless such liability arises out of, or is based upon, any fraudulent misrepresentation, gross negligence, or willful misconduct of the Trustee or for acts or omissions in bad faith as adjudicated by arbitration (pursuant to Article XI) or a final, nonappealable judgment of a court of competent jurisdiction.

Section 3.16. Filing of Securities Act Registration Statement, Exchange Act Registration Statement and Other Reports, Listing of Trust Units, etc.; Certain Fees and Expenses.

(a) Prior to the execution and delivery hereof, Depositor, Grantor and the Regular Trustees have taken, at Depositor’s and Grantor’s expense, all action necessary to (i) prepare and file the Securities Act Registration Statement with the SEC and request acceleration of the effectiveness of the Securities Act Registration Statement and cause it to become effective so as to register, under the Securities Act, the offer and sale of the Units to the persons who subsequently became or will become Unitholders as contemplated by the Securities Act Registration Statement or the Exchange Act Registration Statement, (ii) register or qualify or exempt from registration or qualification the offer and sale of the Units to such persons under all state securities or “Blue Sky” laws, (iii) register or take any other action required under the laws of any other jurisdiction in connection with the offer and sale of the Units to such persons, (iv) if necessary, prepare and file the Exchange Act Registration Statement with the SEC and register the Units under the Exchange Act, (v) take all other actions required under all applicable laws in connection with the offer, sale and distribution of the Units as described in the Securities Act Registration Statement, and (vi) effect all other actions legally required in connection with the offer and sale and distribution of the Units to the persons who subsequently became or will become Unitholders as contemplated by the Securities Act Registration Statement or the Exchange Act Registration Statement. Depositor and Grantor shall use their commercially reasonable best efforts to effect and maintain the registration under the Exchange Act to the extent legally required.

(b) In the event that any further action is necessary in order to more fully effectuate the matters described in Section 3.16(a) (including the filing of any post-effective amendment to the Securities Act Registration Statement and any Exchange Act Registration Statement, and including the filing of any registration statement relating to the conversion of any Company Convertible Securities), Depositor and Grantor, are each hereby authorized to act as agents of the Trust and take any such action on behalf of the Trust (including executing, by and on behalf of the Trust, any documents incidental or related to the foregoing), all at the expense of Depositor, which shall pay all expenses relating to any such actions, and which expenses shall not count in the calculation of the Depositor Annual Expense Cap and shall not constitute Depositor Loans.

(c) The Depositor shall use its commercially reasonable best efforts to prepare, or cause to be prepared, and file, or cause to be filed, an application for the listing of the Units on the OTCQX tier of the OTC Markets (the “OTCQX”) promptly

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following the Effective Time and take any other action and execute and deliver any certificate or documents that may be necessary to effect such listing, and the Trustee shall cooperate with Depositor as directed by Depositor as necessary to effectuate such listing. If at any time the Units are not listed for trading on the New York Stock Exchange (“NYSE”) or NASDAQ but become eligible (including by satisfying the minimum price criteria (the “MPC”)) for such a listing, then the Depositor shall use its commercially reasonable best efforts to prepare, or cause to be prepared, and file, or cause to be filed, an application for the listing of the Units on (i) if the Units satisfy the NYSE listing criteria (including the MPC), the NYSE or (ii) if the Units do not satisfy the NYSE listing criteria but satisfy the NASDAQ listing criteria (including the MPC), NASDAQ, and take any other action and execute and deliver any certificates or documents that may be necessary to effect such listing, and the Trustee shall cooperate with Depositor as directed by Depositor as necessary to effectuate such listing. All costs and expenses incurred by the Trust or Trustee in connection with the listing or admittance to quotation on the OTCQX, NYSE or NASDAQ, as applicable, or efforts to effect the same, whether or not successful, shall be paid by Depositor (or, if paid by the Trustee, reimbursed by Depositor), and shall not be subject to or count against all or part of the Depositor Annual Expense Cap and shall not constitute Depositor Loans. If the Units are listed or admitted for quotation on the OTCQX, NYSE or NASDAQ, then the Trustee, on behalf of the Trust and acting upon the advice of counsel, shall cause the Trust to comply with all rules, orders and regulations of the SEC and the OTCQX, NYSE or NASDAQ, as applicable, on which the Units are listed or admitted for quotation, to which the Trust is subject as a result of the Units being registered under the Exchange Act if applicable and listed or admitted for quotation on the OTCQX, NYSE or NASDAQ, as applicable, and to take all such other actions directed by Depositor and which may reasonably be taken which are necessary for the Units to remain registered under the Exchange Act if necessary and listed or admitted for quotation on the OTCQX, NYSE or NASDAQ until the Trust is terminated. In addition, the Trustee is authorized to take, and the Trustee shall take, all actions to prepare and, to the extent required by this Agreement or by law, mail to Unitholders any reports, press release or statements, financial or otherwise, that the Trustee determines are required to be provided to Unitholders by applicable law or governmental regulation or the requirements of any securities exchange or quotation system on which the Units are listed or admitted for quotation. In addition, the Trustee, on behalf of the Trust and acting upon the advice of counsel, shall cause the Trust to comply with all of the applicable provisions of the Sarbanes-Oxley Act and the rules and regulations of the SEC related thereto, including but not limited to, establishing, evaluating and maintaining a system of disclosure controls and procedures and internal control over financial reporting and making all required certifications pursuant to the Sarbanes-Oxley Act and the rules and regulations of the SEC. The Trustee shall execute, by and on behalf of the Trust, any documents incidental or related to the objectives specified in this Section 3.16(c). The Trustee may at any time request directions or instructions from Depositor with respect to any matter described in or contemplated by this Section 3.16, and shall be fully protected, and shall incur no liability, in relying on any such direction or instruction. For purposes of this Section 3.16, “commercially reasonable best efforts” shall include, without limitation: (v) filing an application for listing ten (10) Business Days following (1) in the case of the OTCQX, the Closing and (2) in the case of the NYSE or NASDAQ, the Units

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meeting the MPC of the NYSE or NASDAQ, as applicable, for thirty (30) consecutive trading days; (w) taking all commercially reasonable steps necessary to pursue the listing application, including cooperating with the applicable listing authority and responding to any requests for information or questions as soon as possible; (x) if a listing application is denied by the applicable listing authority for any reason, taking all commercially reasonable steps necessary to eliminate the reason for the denial; (y) if a listing application is denied by the NYSE and the reasons for such denial cannot be resolved on a commercially reasonable basis, pursuing a listing application with NASDAQ if the NASDAQ listing criteria (including satisfying the MPC for thirty (30) consecutive trading days) are met; and (z) reapplying for listing with the applicable listing authority if the reasons for a prior denial of listing are no longer applicable.

(d) To the fullest extent permitted by law, Depositor and Grantor agree to defend, indemnify and hold the Trust, the Trustee, the Delaware Trustee and their respective officers, employees, agents and controlling persons harmless from and against any liabilities, obligations, costs, expenses, actions, suits, claims, damages (including consequential damages and all other types of damages), losses, penalties, taxes, fees and other charges of any kind and nature whatsoever (collectively, “Expenses”), joint or several, or any action in respect thereof, to which the Trust, the Trustee, the Delaware Trustee or the officers, employees or agents of the Trustee or Delaware Trustee or any controlling person of the Trustee or Delaware Trustee becomes subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Securities Act Registration Statement or Exchange Act Registration Statement, listing application with any national securities exchange, or any other document filed by or on behalf of the Trust or Grantor or Depositor with the SEC or pursuant to any other federal or state securities law, or any other statement publicly made by or on behalf of the Trust or Grantor, or (ii) the omission or alleged omission to state in any Securities Act Registration Statement or Exchange Act Registration Statement listing application with any national securities exchange, or any other document, or any other statement publicly made by or on behalf of the Trust or Grantor or Depositor, any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that neither Grantor nor Depositor shall be liable in any case to the extent that any Expense arises out of, or is based upon, (A) any fraudulent misrepresentation, gross negligence or willful misconduct of the Trustee or (B) any untrue statement or alleged untrue statement or omission or alleged omission included in any such Securities Act Registration Statement or Exchange Act Registration Statement, or any other document filed by or on behalf of Depositor, Grantor, the Trust or the Trustee with the SEC, or any other statement publicly made by or on behalf of Depositor, Grantor, the Trust or the Trustee in reliance upon and in conformity with written information furnished by or on behalf of the Trustee specifically for inclusion therein. This provision shall in no way limit the general rights to indemnification and contribution and limitations on liability of the Trust, the Trustee and the Delaware Trustee set forth in Article VI of this Agreement or elsewhere herein, and no other provisions of this Agreement shall limit the provisions of this Section 3.16(d). Depositor and Grantor shall promptly reimburse the Trustee and the Delaware Trustee for, or advance to the Trustee and the Delaware Trustee, any fees or expenses,

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including reasonable legal fees and fees and expenses of experts and other litigation expenses, incurred by the Trustee or the Delaware Trustee in connection with the investigation or defense of any Expenses with respect to which the Trustee or the Delaware Trustee is entitled to indemnity by Grantor under this Section 3.16(d).

(e) If the indemnification provided for in this Section 3.16 shall for any reason (including, without limitation, due to violation of public policy) be unavailable to or insufficient to hold harmless the Trustee or the Delaware Trustee in respect of any Expense or other liability, expense, claims, damages or loss as to which the Trustee or Delaware Trustee would otherwise be entitled to indemnification pursuant to this Section 3.16, then Depositor, Grantor and the Trust shall, in lieu of indemnifying the Trustee or Delaware Trustee, as applicable, contribute to the amount paid or payable by the Trustee or Delaware Trustee as a result of such liability, expense, claims, damages or loss, in such proportion as shall be appropriate to reflect the relative fault of Depositor, Grantor (with respect to contribution by Depositor, the Trust or Grantor), the Trustee or Delaware Trustee with respect to the events, acts or circumstances giving rise to the Expense or other liability, expense, claims, damages or loss, as well as any other relevant equitable considerations, all as further set forth in Section 6.4.

Section 3.17. Reserve Reports. If Grantor advises the Trustee that the Royalties have quantifiable reserves related to them as of December 31 of any year, the Trustee shall engage a firm of nationally recognized independent petroleum engineers to prepare a Reserve Report for the Royalties as of December 31 of such year. The engineers shall be directed to prepare the Reserve Report in accordance with criteria established by the SEC, showing estimated proved oil and gas reserves attributable to the Royalties as of December 31 of such year and other reserve information required in order for the Trustee to furnish the information required in Sections 5.3 and 5.4 of this Agreement. The independent petroleum engineers shall be selected by Grantor, with the consent of the Trustee (which consent shall not be unreasonably withheld or delayed). Such Reserve Report shall also show estimated future net revenues and the net present value (discounted at ten percent (10%) or such other rate required by the SEC) of the estimated future net revenues (calculated in accordance with criteria established by the SEC) of proved reserves attributable to the Royalties, or such other information as may then be required by applicable rules. The costs of such Reserve Reports shall be paid in accordance with Section 3.7. Grantor shall assist in the preparation of the Reserve Reports by furnishing all reserve, production and geophysical data in its possession relating to the Royalties reasonably requested by or on behalf of the independent petroleum engineers as necessary to prepare such Reserve Reports; provided, however, that Grantor shall not be required to disclose or produce any information, documents or other materials which (a) were generated for analysis or discussion purposes or contain interpretative data or (b) are subject to the attorney-client or attorney-work product privileges, or any other privileges to which Grantor may be entitled pursuant to applicable law.

Section 3.18. [Reserved].

Section 3.19. Unitholders. Upon request, the Trustee shall provide to any Unitholder of record a list of Unitholders of record as of the Quarterly Record Date prior to the date of receipt of such request or as of any other date. The Trustee shall also have authority to provide any other listing of Unitholders to any Unitholder or any beneficial owner of Units to the extent required or permitted by applicable law. By accepting Units, each Unitholder consents to the Trustee providing any such listing of Unitholders as described above.

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Section 3.20. Call Rights.

(a) At any time after the fifth anniversary of the date hereof, Depositor shall have the right and option (such right and option, the “High-Value Call Option”) to cause the Trust to purchase all, but not less than all, of the Units from all the Unitholders at a price of $10 per Unit (appropriately adjusted for Unit subdivisions, splits or combinations as described in Section 2.5(b) and Section 3.20(k)), without interest on or any other adjustment to such price per Unit. Depositor may exercise its High-Value Call Option by providing written notice (the “HV Call Notice”) to the Trustee of its election to exercise its High-Value Call Option and tendering to the Trustee the full purchase price for all outstanding Units (other than Units held by Depositor or a Subsidiary of Depositor) by wire transfer of immediately available funds to the account of the Trustee set forth on Schedule 1 (or such other account as designated in writing by the Trustee after the date hereof). Any election by Depositor to exercise the High-Value Call Option shall be irrevocable. The HV Call Notice shall state the record date (the “HV Call Record Date”) for which Unitholders shall be determined for purposes of the purchase of the Units pursuant to the High-Value Call Option, which shall be a date not less than 15 nor more than 30 days after the date of the HV Call Notice. The transfer books for the Units shall be closed as of 11:59 pm, central time, on the HV Call Record Date (the “HV Termination Time”) and no transfer of the Units shall be made or recognized after such date. The date and time of the HV Call Record Date and of the HV Termination Time shall be identical.

(b) At any time after the fifth anniversary of the date hereof, if the Units are then listed for trading or admitted for quotation on a national securities exchange or any quotation system and the VWAP per Unit is equal to $0.25 or less for the immediately preceding consecutive nine-calendar-month period (ending as of 11:59 p.m. eastern time on the last day of the applicable calendar month (the “Nine-Month Period”), Depositor shall have the right and option (such right and option, the “Low-Value Call Option”) to cause the Trust to purchase all, but not less than all, of the Units from all the Unitholders at a price of $0.25 per Unit (appropriately adjusted for Unit subdivisions, splits or combinations as described in Section 2.5(b) or Section 3.20(k)), without interest on or any other adjustment to such price per Unit. Depositor may exercise its Low-Value Call Option by providing to the Trustee within 30 days of the last calendar day of the Nine-Month Period written notice (the “LV Call Notice”) of its election to exercise its Low-Value Call Option, together with a certificate signed by a duly authorized officer of Depositor (on which the Trustee shall be entitled to rely) (the “VWAP Certificate”) certifying that the VWAP per Unit is equal to $0.25 (appropriately adjusted for Unit subdivisions, splits or combinations as described in Section 2.5(b) or Section 3.20(k)) or less for such Nine-Month Period, and tendering to the Trustee the full purchase price for all outstanding Units (other than Units held by Depositor or a Subsidiary of Depositor) by wire transfer of immediately available funds to the account of the Trustee set forth on Schedule 1 (or such other account as may be designated in writing by the Trustee after the date hereof). Any election by Depositor to exercise the Low-Value Call Option shall

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be irrevocable. The LV Call Notice shall state the record date (the “LV Call Record Date”) for which Unitholders shall be determined for purposes of the purchase of the Units pursuant to the Low-Value Call Option, which shall be a date not less than 15 nor more than 30 days after the date of the LV Call Notice. The transfer books of the Units shall be closed as of 11:59 pm, central time, on the LV Call Record Date (the “LV Termination Time” and, together with the HV Termination Time, the “Call Termination Time”) and no transfer of the Units shall be made or recognized after such date. The date and time of the LV Call Record Date and of the LV Termination Time shall be identical. The Trustee shall have no duty or authority to question the VWAP Certificate or the matters stated therein and shall be entitled to rely thereon and shall be fully protected in relying thereon without investigation.

(c) As soon as reasonably practicable after the date of either a HV Call Notice or LV Call Notice, the Trustee shall mail or cause to be mailed to each Unitholder of record notice, substantially in form agreed between the Depositor and the Trustee, of the exercise of the High-Value Call Option or the Low-Value Call Option, as applicable, and instructions for use in effecting the surrender of Book-Entry Units in exchange for the purchase price with respect to such Units.

(d) All outstanding Units as of the Call Termination Time shall be cancelled as of the Call Termination Time (including all Units held by Depositor) and no Unitholder shall thereafter have any Beneficial Interest or other right or interest with respect to any Units and all interests, rights and benefits of such Unitholder as a Unitholder shall terminate other than the right to receive the purchase price for such Units as provided in this Section 3.20 and an amount, net of any expenses of the Trustee in connection with the dissolution and termination of the Trust, equal to such Unitholder’s pro rata share of (i) any Quarterly Distribution Amount for which a record date prior to the Call Termination Date has been publicly announced by the Trustee and for which a cash reserve has been established that has not been distributed to such Unitholder and (ii) the Trust’s share of the proceeds of Production that has accrued but not yet been paid prior to the Call Termination Time (the “Accrued Production Amount”). Depositor shall certify to the Trustee the amount of the Accrued Production Amount, and the Trustee shall be fully protected and shall incur no liability in relying on such certification. In lieu of paying the Accrued Production Amount to the Trust in accordance with the terms of the Conveyances, Depositor shall pay the Accrued Production Amount to the Trust within five (5) Business Days after the occurrence of the Call Termination Time. Within ten (10) Business Days after the occurrence of the Call Termination Time, the Trustee shall distribute to each record holder of Units (other than Depositor) as of the Call Termination Time, at such Unitholder’s address as shown on the records of the Trustee as provided in Section 12.6, together with notice of cancellation, an amount equal to the product of (i) the total number of Units held by such Unitholder as of the Call Termination Time multiplied by (ii) the per Unit purchase price as provided in Section 3.20(a) or Section 3.20(b), as applicable. In the event the tender is refused by a Unitholder or if the tendered sum is returned to the Trustee, the tendered sum shall be held by the Trustee in a trust account for the benefit of such Unitholder, until proper claim for same (together with interest accrued thereon) has been made by such Unitholder, but subject to applicable laws concerning unclaimed property. In the event of

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a transfer of ownership of Units that is not registered in the transfer records of the Trustee, the purchase price to be paid with respect to such Units may be paid to such a transferee upon delivery to the Trustee of all documents required by the Trustee (pursuant to Section 4.7 or otherwise) to evidence and effect such transfer and to evidence that any potentially applicable stock transfer or other similar taxes have been paid or are not applicable are presented to the Trustee. No interest shall be paid or shall accrue on the cash payable upon surrender of any Book-Entry Unit.

(e) All costs and expenses incurred by the Trustee in connection with the exercise by Depositor of the High-Value Call Option or of the Low-Value Call Option shall be paid by Depositor (or, if paid by the Trustee, reimbursed by Depositor), without limitation by the Depositor Annual Expense Cap or any other provision of this Agreement. All expenses and liabilities of the Trust at the Call Termination Time that exceed the funds then available to the Trust shall be paid by Depositor (or, if paid by the Trustee, reimbursed by Depositor, without limitation by the Depositor Annual Expense Cap or any other provision of this Agreement).

(f) The Trustee shall invest, as directed by Depositor, any funds tendered by Depositor to the Trustee pursuant to Section 3.20(a) or Section 3.20(b), as applicable; provided, however, that no such investment or loss thereon shall affect the amounts payable to holders of Units pursuant to this Section 3.20, and following any losses from any such investment, Depositor shall promptly provide additional funds to the Trustee for the benefit of the Unitholders at the Call Termination Time in the amount of such losses, which additional funds will be deemed to be part of the purchase price for such Units. Any interest or other income resulting from such investments shall be paid to Depositor, upon demand.

(g) Any portion of the funds tendered by Depositor to the Trustee pursuant to Section 3.20(a) or Section 3.20(b), as applicable (including any interest or other amounts received with respect thereto) that remains unclaimed by, or otherwise undistributed to, Unitholders for one year after the Call Termination Time shall be delivered to Depositor, upon demand, and any Unitholder who has not theretofore complied with this Section 3.20 shall thereafter look only to Depositor as general creditor thereof, for satisfaction of its claim for the purchase price of the Units held by such Unitholder as of the HV Call Record Date or LV Call Record Date, as applicable, without any interest thereon.

(h) Neither Depositor nor the Trustee shall be liable to any person in respect of any portion of the funds tendered by Depositor to the Trustee pursuant to Section 3.20(a) or Section 3.20(b), as applicable, delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Notwithstanding any other provision of this Agreement, any portion of the funds tendered by Depositor to the Trustee pursuant to Section 3.20(a) or Section 3.20(b), as applicable, that remains undistributed to the holders of Book-Entry Units as of the second anniversary of the Call Termination Time (or immediately prior to such earlier date on which such funds would otherwise escheat to or become the property of any governmental entity), shall, to the extent permitted by applicable law, become the property of Depositor, free and clear of all claims or interest of any person previously entitled thereto.

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(i) Depositor and the Trustee (without duplication) shall be entitled to deduct and withhold from the purchase price and other amounts otherwise payable to any Unitholder upon the purchase of its Units pursuant to this Section 3.20 such amounts as are required to be deducted and withheld with respect to the making of such payment under applicable tax law. Any amounts so deducted, withheld and paid over to the appropriate taxing authority shall be treated for all purposes of this Agreement as having been paid to the Unitholder in respect of which such deduction or withholding was made.

(j) If at any time the Trustee is uncertain about its duties pursuant to this Section 3.20, or is subject to competing, conflicting or inconsistent demands in connection with any matter under any provision of this Agreement, the Trustee shall be fully protected and shall incur no liability to any Unitholder or Depositor or to Grantor or to any other Person if the Trustee declines to take any action until (i) all such demands are resolved in a written agreement signed by all of the Persons having an interest in the matter, (ii) the Trustee has received either (x) written instructions from Depositor (unless Depositor has a conflict of interest in the matter) or (y) a written opinion of counsel, in either case advising Trustee as to its duties or the manner in which to resolve such uncertainties or competing, conflicting or inconsistent demands or (iii) Trustee has obtained an appropriate order from a court of competent jurisdiction.

(k) In the event outstanding Units shall be subdivided or split into a greater number of Units, the price of the High-Value Call Option (as defined in Section 3.20(a)) and the price of such Low-Value Call Option (as defined in Section 3.20(b)) in effect on the day upon which such subdivision or split becomes effective shall be proportionately reduced, and, conversely, in the event outstanding Units shall each be combined into a smaller number of Units, the price of such High-Value Call Option (as defined in Section 3.20(a)) and the price of such Low-Value Call Option (as defined in Section 3.20(b)) in effect on the day upon which such combination becomes effective shall be proportionately increased, such increase or reduction, as the case may be, to become effective immediately on the day upon which such subdivision, split or combination becomes effective.

(l) Contemporaneously with the Depositor’s delivery to the Trustee of the HV Call Notice or LV Call Notice, as applicable, Depositor shall deliver or cause to be delivered to each record holder of the Company Convertible Securities a copy of such HV Call Notice or LV Call Notice. If any such holder of the Company Convertible Securities converts such Company Convertible Securities in accordance with the respective terms of the applicable underlying agreements prior to the HV Call Record Date or the LV Call Record Date, as applicable, then such holder shall be deemed to hold the number of Units that would be distributed to such holder upon such conversion (whether or not such Units have been distributed to such holder) and shall be entitled to the purchase price attributable to such Units upon exercise of the High-Value Call Option or Low-Value Call Option, as applicable. The Depositor shall notify the Trustee or transfer agent designated by the Trustee of such conversion in accordance with Section 2.5.

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ARTICLE IV.

BENEFICIAL SHARES

Section 4.1. Creation and Distribution. The entire Beneficial Interest shall be divided into 230,172,696 Units (as adjusted to reflect any Unit subdivision, split or combination as described in Section 2.5(b) and Section 3.20(k)). The Units shall be uncertificated and ownership thereof evidenced by entry of a notation in an ownership ledger maintained for such purpose by the Trustee or a transfer agent designated by the Trustee. All Units issued by the Trust in accordance with the terms of this Agreement shall be validly issued, fully paid and non-assessable. The Unitholders shall be the sole beneficial owners of the Trust Estate and the Trust.

Section 4.2. Beneficial Interest of Unitholders; Limitation on Personal Liability of Trust Unitholders. Each Unit shall represent pro rata undivided ownership of the Beneficial Interest and shall entitle its holder to participate pro rata in the rights and benefits of the Unitholders under this Agreement. Each Unitholder (by assignment or otherwise) shall take and hold each Unit subject to all the terms and provisions of this Agreement and the Conveyances, which shall be binding upon and inure to the benefit of such Unitholder and the heirs, personal representatives, successors and assigns of such Unitholder. By an assignment or transfer of one or more Units the assignor thereby shall, effective as of the close of business on the date of transfer and with respect to such assigned or transferred Unit or Units, part with, except as required by federal or state tax laws or provided in Section 4.4 in the case of a transfer after a Quarterly Record Date and prior to the corresponding quarterly payment date, (i) all his Beneficial Interest attributable thereto; (ii) all his rights in, to and under such Unit; and (iii) all interests, rights and benefits under this Trust of a Unitholder which are attributable to such Unit or Units as against all other Unitholders and the Trustee. The Units and the rights, benefits and interests attributable to them (including, without limiting the foregoing, the entire Beneficial Interest) are and shall be held and construed to be in all respects personal property, and Units shall be bequeathed, assigned, disposed of and distributed as personal property. No Unitholder as such shall have any legal title in or to any real or personal property interest which is a part of the Trust Estate, including, without limiting the foregoing, the Royalties or any part thereof, but the sole interest of each Unitholder shall be such Unitholder’s Beneficial Interest and the obligation of the Trustee to hold, manage and dispose of the Trust Estate and to account for the proceeds thereof as herein provided. No Unitholder shall have the right to call for or demand or secure any partition or distribution of the Royalties during the continuance of the Trust or during the period of liquidation and winding up under Section 9.3 of this Agreement or at any other time. Pursuant to Section 3803(a) of the Delaware Trust Act, the Unitholders shall be entitled, to the fullest extent permitted by law, to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

Section 4.3. [Reserved].

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Section 4.4. Registration and Transfer of Units. The Units shall be transferable as provided herein, and then only on the records of the Trustee and, except as provided in Section 3.15 hereof, upon compliance with such reasonable regulations as the Trustee may prescribe. No service charge shall be made to Unitholders or Transferees for any transfer of a Unit, but the Trustee may require payment of a sum sufficient to cover any expense, tax or other governmental charge that may be imposed in relation thereto. Until any such transfer is completed, the Trustee may treat the owner of any Unit as shown by its records as the owner of the Unit for all purposes and shall not be charged with notice of any claim or demand respecting such Unit or the Beneficial Interest represented thereby by any other Person. Any such transfer of a Unit shall, as to the Trust and the Trustee, transfer to the Transferee as of the close of business on the date of transfer all of the Beneficial Interest of the transferor; provided, however, that a transfer of a Unit after any Quarterly Record Date shall not transfer to the Transferee the right of the transferor to any sum payable to such transferor as title holder of the Unit of record on such Quarterly Record Date or any right to vote on any matter as to which the record date for the vote is prior to the transfer. As to matters affecting the title, ownership, warranty or transfer of Units and Certificates, except as provided to the contrary herein, Article 8 of the Uniform Commercial Code, the Uniform Act for Simplification of Fiduciary Security Transfers, and other statutes and rules with respect to the transfer of securities, each as adopted and then in force in the State of Delaware, shall, govern and apply. Neither the death of any Unitholder or any other event shall entitle any Unitholder or Transferee or other Person to an accounting or valuation for any purpose.

Section 4.5. [Reserved].

Section 4.6. Protection of Trustee. At any time, the Trustee or the Delaware Trustee may request certification of any fact, circumstance, computation or other matter relevant to the Trust or the Trustee’s (or Delaware Trustee’s) performance of its duties hereunder, and the Trustee or Delaware Trustee, as applicable, shall be fully protected in relying on any such certification or other statement or advice from Grantor or Depositor or any officer or other employee of Grantor or Depositor or any agent of any of them. Without limiting the foregoing, the Trustee and the Delaware Trustee shall be fully protected in acting or relying upon any notice, certificate, assignment or other document or instrument believed by the Trustee or the Delaware Trustee to be genuine and to have been signed by the proper party or parties, including, without limitation, any instructions or documents received from Grantor or Depositor in connection with this Agreement. Except as provided herein to the contrary, the Trustee and the Delaware Trustee are specifically authorized to rely upon the application of Article 8 of the Uniform Commercial Code, the application of the Uniform Act for Simplification of Fiduciary Security Transfers and the application of other statutes and rules with respect to the transfer of securities, each as adopted and then in force in the State of Delaware, as to all matters affecting title, ownership, warranty or transfer of the Units, without any personal liability for such reliance, and the indemnity granted under Section 6.2 of this Agreement shall specifically extend to any matters arising as a result thereof. In accepting and performing its duties hereunder the Trustee acts not in its individual capacity, and all persons having any claim against the Trustee by reason of the transactions contemplated by this Agreement or any other Trust related document or agreement shall look only to the Trust’s property for payment or satisfaction thereof. No provision of this Agreement shall require the Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder. Under no circumstances shall the Trustee be personally liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust.

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Section 4.7. Determination of Ownership of Units. In addition to the rights and protections of and for the Trustee set forth in Section 4.6 of this Agreement and elsewhere in this Agreement, in the event of any disagreement between Persons claiming to be Transferees of any Unit, or in the event of any question on the part of the Trustee when presented with a request for transfer of a Unit that the Trustee believes is not fully resolved by opinions of counsel or other documents obtained in connection therewith, and in addition to any other rights it may have under applicable law, the Trustee shall be entitled, at its option, to refuse to recognize any such claim so long as such disagreement or question shall continue. In so refusing, the Trustee may elect to refuse or refrain to act with respect to making delivery or other disposition of the interest represented by the Unit involved, or any part thereof, or of any sum or sums of money, accrued or accruing thereunder, and, in so doing, the Trustee shall not be or become liable to any Person for the failure or refusal of the Trustee to comply with such conflicting claims, and the Trustee shall be entitled to continue so to refrain and refuse so to act, until:

(a) the rights of the adverse claimants or the questions of the Trustee have been adjudicated by arbitration (pursuant to Article XI) or by a final nonappealable judgment by a court assuming and having jurisdiction of the parties and the interest and money involved, or

(b) all differences have been resolved by valid agreement between such parties and the Trustee shall have been notified thereof in writing signed by all of the interested parties.

Section 4.8. Transfer Agent. The Trustee may serve as transfer agent or may designate a transfer agent at any time. The initial transfer agent shall be American Stock Transfer & Trust Company, LLC. The Trustee may dismiss the transfer agent and designate a successor transfer agent at any time with or without reason. Any entity serving as transfer agent shall be entitled to payment of its fees in accordance with the terms of its engagement.

ARTICLE V.

ACCOUNTING AND DISTRIBUTION; REPORTS

Section 5.1. Fiscal Year and Accounting Method. The fiscal year of the Trust shall be the calendar year. The books and records of the Trust shall be maintained and the financial statements of the Trust shall be prepared in accordance with applicable requirements that will provide appropriate financial data responsive to the reasonable needs of the Unitholders and which shall comply with Sections 5.3 and 5.4, which may be a system of accounting other than U.S. generally accepted accounting principles (“GAAP”).

Section 5.2. Distributions. The Trustee shall determine the Quarterly Distribution Amount for each Quarter and shall establish a cash reserve equal to such amount for distribution to Unitholders of record as of the Quarterly Record Date for such Quarter. On the Distribution Date for such Quarterly Distribution Amount, the Trust will distribute the Quarterly Distribution Amount pro rata to the Unitholders of record on the applicable Quarterly Record Date. Notwithstanding anything herein to the contrary, Trust shall not make any distribution to the Unitholders unless and until the Trust has received revenues generated from the Royalties and has paid any expenses or liabilities of the Trust then due and payable (including any amounts

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payable to Grantor or Depositor) and funded any reserves the Trustee then considers advisable in amounts the Trustee deems appropriate. Nothing herein shall prevent or restrict payments to Unitholders pursuant to Section 3.15 or Section 3.20.

Section 5.3. Income Tax Reporting. For federal and state income tax purposes, the Trust shall file such returns and statements as it is advised are required to comply with applicable provisions of the Code and regulations and any applicable state laws and regulations, in either case to permit each Unitholder to report such Unitholder’s share of the income and deductions of the Trust. The Trust shall treat all income and deductions of the Trust for each Quarter as having been realized on the Quarterly Record Date for such month unless otherwise advised by its tax advisors, counsel or the Internal Revenue Service. The Trust shall report as a grantor trust until and unless it is advised by tax counsel or other tax experts that such reporting is no longer proper or appropriate. Within 75 days following the end of each fiscal year, the Trust shall mail, to each Unitholder of record on a Quarterly Record Date during such fiscal year, a report which shall show in reasonable detail such information as is necessary to permit all holders of record of Units on a Quarterly Record Date during such fiscal year to make calculations necessary for tax purposes.

Section 5.4. Reports to Unitholders.

(a) Within 45 days following the end of each of the first three Quarterly Periods of each calendar year (or such other period of time as may be required by the rules and regulations of the SEC adopted with respect to the Exchange Act or of any U.S. securities exchange or quotation system on which the Units are listed or admitted to trading), the Trust shall mail to each Person who was a Unitholder of record on the Quarterly Record Date for such Quarterly Period a report, which may be a copy of the Trust’s Quarterly Report on Form 10-Q under the Exchange Act (or any successor form or report under the Exchange Act or any successor legislation), which shall show in reasonable detail the assets and liabilities and receipts and disbursements of the Trust for such Quarterly Period; provided, however, the obligation to mail a report to each Unitholder of record shall be deemed to be satisfied if the Trust files a copy of its Quarterly Report on Form 10-Q (or any successor form or report) on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system maintained by the SEC or any successor system or otherwise makes such report publicly available on an Internet website that is generally accessible to the public or otherwise make such report publicly available.

(b) Within 90 days following the end of each fiscal year (or such shorter period of time as may be required by the rules and regulations of the SEC adopted with respect to the Exchange Act or of any securities exchange or quotation system on which the Units are listed or admitted to trading), the Trust shall mail to each Person who was a Unitholder of record on a date to be selected by the Trustee an annual report, which may be a copy of the Trust’s Annual Report on Form 10-K under the Exchange Act (or any successor form or report under the Exchange Act or any successor legislation), containing financial statements audited by an independent registered public accounting firm selected by the Trustee, plus such annual reserve information regarding the Royalties as may be required by the rules and regulations of the SEC; provided, however, the obligation to

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mail a report to each Unitholder of record shall be deemed to be satisfied if the Trust files a copy of its Annual Report on Form 10-K (or any successor form or report) on the EDGAR system maintained by the SEC or any successor system or otherwise makes such report publicly available on an Internet website that is generally accessible to the public or otherwise makes such report publicly available.

(c) Notwithstanding the foregoing, the Trust shall furnish to the Unitholders such reports, in such manner and at such times, as are at any time required by law or by rules or regulations of any U.S. securities exchange or quotation system on which the Units are listed or admitted for trading, if applicable.

Section 5.5. Filings. The Trust shall make all Exchange Act filings required by applicable law or regulation. Depositor or Grantor shall prepare and file all filings and reports required under state securities or Blue Sky laws. The Trust shall take all reasonable actions to prepare and mail to Unitholders any reports, press releases or statements, financial or otherwise, that Depositor or Grantor notifies the Trust in writing are required to be provided by the Trust to Unitholders by law or governmental regulation or the requirements of any securities exchange or quotation system on which the Units are listed or admitted for trading, if applicable, subject to receipt by the Trust of a satisfactory opinion of counsel confirming the necessity of such reports, if such an opinion is deemed necessary by the Trustee; provided, however, the obligation to mail such reports, press releases or statements, financial or otherwise, to each Unitholder of record shall be deemed satisfied if such information is filed on the EDGAR system maintained by the SEC or any successor system or is otherwise made publicly available on an Internet website that is generally accessible to the public or otherwise.

Section 5.6. Information to be Supplied by Grantor, Depositor and Trust. Depositor or Grantor shall provide, or cause to be provided, to the Trust on a timely basis (a) annual audited financial statements of the Trust and quarterly unaudited financial statements of the Trust and such other information as the Trustee may reasonably require in order for the Trust to obtain a third party reserve report or other reports, in each case as shall be necessary for the Trust to comply with its reporting obligations pursuant to the Exchange Act and/or the requirements of any securities exchange or quotation system on which the Units are listed or admitted for trading and (b) such other information available to Depositor or Grantor concerning the Royalties (including information with respect to the properties burdened by the Royalties) and related matters as shall be necessary for the Trust to comply with its reporting obligations pursuant to the Exchange Act, the requirements of any securities exchange or quotation system on which the Units are listed or admitted for trading and this Agreement, if applicable, including, without limitation, Sections 5.3, 5.4 and 5.5 hereof. For purposes of this Section 5.6, the phrase “timely basis” shall mean promptly and not less than 10 Business Days prior to the date on which the Trust is required to comply with such reporting obligations. In addition, Depositor or Grantor shall provide to the Trust on a timely basis, for use in connection with the Trust’s annual report on Form 10-K and quarterly report on Form 10-Q (or successor forms or reports), all information required to comply with the applicable Exchange Act requirements (including, if so required, a “Management’s Discussion and Analysis of Financial Condition and Results of operations” relating to such financial statements) and such further information as may be required by such reports or other required reports and the related rules and regulations as they may exist from time to time. In addition to the financial statements and other information or reports to be prepared by

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Depositor or Grantor for the Trust, Depositor or Grantor shall provide to the Trust in connection with such financial statements and other information or reports, such supporting information, data, documentation and other information or materials, and such certifications of Depositor or Grantor, as may be reasonably requested by the Trustee from time to time for the purpose of confirming or verifying any of the financial statements and other information or reports to be prepared by Depositor or Grantor for the Trust, and the Trust and the Trustee shall be entitled to rely thereon without investigation and shall be fully protected and incur no liability in doing so. Such supporting information, data, documentation and other information or materials, and such certifications of Depositor or Grantor, shall be provided to the Trust on a timely basis. Notwithstanding any provision to the contrary in this Agreement or the Conveyances, Depositor, Grantor and their Affiliates shall not be required to disclose, produce or prepare any information, documents or other materials which (i) were generated for analysis or discussion purposes or contain interpretative data or (ii) are subject to the attorney-client or attorney-work-product privileges, or any other privileges to which they may be entitled pursuant to applicable law.

Section 5.7. Reliance on Information. The Trustee, so long as acting in good faith, shall be entitled to rely, without investigation, on all information provided to it by Depositor or Grantor for purposes of complying with the reporting obligations of the Trust as contemplated by Section 5.6, including, without limitation, information regarding depletion and entitlement to tax credits under Section 29 of the Code. Notwithstanding any time limit imposed by applicable laws or regulations or by the provisions of this Agreement, if, due to the unavailability prior to the expiration of any such time limit of information necessary, or a delay in receipt by the Trustee of information necessary, for preparation of a report required to be filed, made or delivered by the Trustee, the Trustee shall be unable to prepare and file or mail such report within such time limit, the Trustee shall prepare and file or mail such report as soon as practicable after such information is received.

ARTICLE VI.

LIABILITY OF TRUSTEE, INDEMNIFICATION AND METHOD OF SUCCESSION

Section 6.1. Liability of Trustee and Delaware Trustee.

(a) Except as expressly set forth in this Agreement, neither the Trustee nor the Delaware Trustee shall have any duties or liabilities, including fiduciary duties, to the Trust or any Unitholder; provided that nothing herein shall be deemed to eliminate the implied contractual covenant of good faith and fair dealing. To the extent that, at law or in equity, the Trustee and the Delaware Trustee have duties, including fiduciary duties, and liabilities relating thereto to the Trust or any Unitholder, the Trustee and the Delaware Trustee shall not be liable to the Trust or to any Unitholder for its good faith reliance on the provisions of this Agreement. For the avoidance of doubt, to the fullest extent permitted by law, no person other than the Trustee and the Delaware Trustee shall have any duties (including fiduciary duties) or liabilities at law or in equity to the Trust, any Unitholder or any other Person. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Trustee or the Delaware Trustee or any other Person otherwise existing at law or in equity are agreed by the parties hereto and the Trust to replace such other duties and liabilities of the Trustee, the Delaware Trustee and such other Persons. Notwithstanding any other provision of this Agreement, the Trustee shall not be liable to Depositor, Grantor, any Unitholder or any other Person under any circumstances for special, punitive or consequential damages or lost profits.

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(b) Each of the Trustee and the Delaware Trustee, in carrying out its powers and performing its duties, may act in its discretion directly, or at the expense of the Trust, through agents or attorneys pursuant to agreements entered into with any of them, and shall be personally or individually liable only for fraud, willful misconduct or gross negligence or for acts or omissions in bad faith as adjudicated by arbitration (subject to the Trustee’s consent to such arbitration in accordance with Article IX) or a final, nonappealable judgment of a court of competent jurisdiction and shall not individually or personally be liable for any act or omission of any agent or employee of the Trustee or Delaware Trustee, as applicable, unless the Trustee or Delaware Trustee, as applicable, has acted in bad faith or with willful misconduct or gross negligence in the selection and retention of such agent or employee.

Section 6.2. Indemnification of Trustee and Delaware Trustee. The Trustee, the Delaware Trustee and their respective officers, agents and employees when acting in such capacity shall be indemnified and held harmless by, and receive reimbursement from, the Trust Estate, Depositor and Grantor, jointly and severally, against and from any and all liabilities, obligations, costs, expenses, actions, suits, claims, damages (including consequential damages and all other types of damages), losses, penalties, taxes, fees and other charges of any kind and any nature whatsoever (“Article VI Expenses”) incurred by it individually or as Trustee or Delaware Trustee in the administration of the Trust and the Trust Estate or any part or parts thereof, including, without limitation, any Article VI Expenses arising out of or in connection with any liability under Environmental Laws, or in the doing of any act done or performed or omission occurring on account of its being Trustee or Delaware Trustee or acting in such capacity, except any Article VI Expenses to which it is liable under Section 6.1. Each of the Trustee and Delaware Trustee shall have a first priority lien upon the Trust Estate to secure it for such indemnification and reimbursement and for compensation to be paid to the Trustee and the Delaware Trustee. Neither the Trustee or Delaware Trustee nor any officer, agent or employee of the Trustee or the Delaware Trustee shall be entitled to any reimbursement or indemnification from any Unitholder for any Article VI Expenses incurred by the Trustee, the Delaware Trustee or any such officer, agent or employee, their right of reimbursement and indemnification, if any, being limited solely to the Trust Estate (and Depositor and Grantor as provided herein), whether or not the Trust Estate is exhausted without full reimbursement or indemnification of the Trustee, Delaware Trustee or any such officer, agent or employee. The Trust Estate, Depositor or Grantor shall, promptly upon request, reimburse the Trustee and the Delaware Trustee for, or promptly upon request advance to the Trustee and the Delaware Trustee, any fees or expenses, including reasonable legal expenses, incurred or estimated to be incurred by the Trustee or Delaware Trustee in connection with the investigation or defense of any Article VI Expenses with respect to which the Trustee or Delaware Trustee is or may be entitled to indemnity by Depositor and Grantor under this Section 6.2. All indemnification and contribution and other rights of the Trustee and the Delaware Trustee set forth in this Article VI, and all Protective Provisions set forth in this Article VI, are in addition to the other indemnification, contribution and other rights and Protective Provisions set forth elsewhere in this Agreement. All of the indemnification and contribution and Protective Provisions and other rights of the Trustee and the Delaware Trustee set forth elsewhere in this Agreement are in addition to the indemnification and contribution and Protective Provisions and other rights of the Trustee and the Delaware Trustee set forth in this Article VI.

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Section 6.3. Priority and Continuity of Indemnification Obligations. Any Article VI Expenses for which the Trustee, the Delaware Trustee or any officer, agent, employee or controlling person of the Trustee or Delaware Trustee may be entitled to indemnification, reimbursement, advancement or contribution shall be first satisfied out of the Trust Estate prior to any indemnification, reimbursement, advancement or contribution from Grantor or Depositor; provided, that Grantor or Depositor shall be required to provide such indemnification at any time and from time to time that cash in the Trust Estate or cash reasonably anticipated to be available is inadequate to satisfy and discharge such Article VI Expenses or if, for any reason (other than failure of the Trustee to cause the Trust to pay such requested amounts if cash is available to the Trust Estate), the Trustee or the Delaware Trustee has not received any amount it has requested from the Trust Estate within ten days after making request therefor. The obligations of the Trust Estate, Depositor and Grantor to provide indemnification, reimbursement, advancement of expenses and contribution to the Trustee, the Delaware Trustee and their respective officers, agents, employees or controlling persons under this Agreement shall survive the resignation or removal of the Trustee or the Delaware Trustee and the termination of the Trust and this Agreement.

Section 6.4. Contribution. If the indemnification provided for in this Agreement shall for any reason (including, without limitation, due to violation of public policy) be unavailable to or insufficient to hold harmless the Trustee or the Delaware Trustee in respect of any Article VI Expense or other liability, expense, claims, damages or loss as to which the Trustee or Delaware Trustee would otherwise be entitled to indemnification pursuant to Sections 3.16(d) or 6.2, then Depositor, Grantor and the Trust shall, in lieu of indemnifying the Trustee or Delaware Trustee, as applicable, contribute to the amount paid or payable by the Trustee or Delaware Trustee as a result of such liability, expense, claims, damages or loss, in such proportion as shall be appropriate to reflect the relative fault of Depositor, Grantor (with respect to contribution by Depositor, the Trust or Grantor), the Trustee or Delaware Trustee with respect to the events, acts or circumstances giving rise to the Article VI Expense or other liability, expense, claims, damages or loss, as well as any other relevant equitable considerations. For purposes of determining contribution liability with respect to claims based upon the Exchange Act or other securities laws, relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by Depositor or Grantor or by the Trustee or the Delaware Trustee. The Trustee and the Delaware Trustee shall look first to the Trust Estate for contribution under this Section 6.4, and then to Depositor or Grantor to the extent the assets of the Trust Estate are not sufficient to reimburse the Trustee or Delaware Trustee fully for all such Article VI Expense or other liability, expense, claims, damages or loss; provided, however, that if, for any reason (other than the failure of the Trustee to cause the Trust to pay such requested amounts if cash is available to the Trust Estate), the Trustee or the Delaware Trustee has not received any amount it has requested from the Trust Estate within ten days after making request therefor, Depositor or Grantor shall pay such amount promptly.

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Section 6.5. Indemnification Procedures. If any action or proceeding shall be brought or asserted against the Trust, the Trustee, the Delaware Trustee or any officer, Agent, Affiliate or employee thereof (each referred to as an “Indemnified Party” and, collectively, the “Indemnified Parties”) in respect of which indemnity may be sought from Depositor or Grantor or the Trust (the “Indemnifying Party”) pursuant to Sections 3.16(d) or 6.2 of this Agreement, of which the Indemnified Party shall have received notice, the Indemnified Party shall promptly notify the Indemnifying Party in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all costs and expenses; provided, however, that the failure so to notify the Indemnifying Party of the commencement of any such action or proceeding shall not relieve the Indemnifying Party from any liability that it may have to any Indemnified Party except to the extent that the Indemnifying Party is prejudiced or damaged by the failure to receive prompt notice. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (a) the Indemnifying Party has agreed to pay such fees and expenses, (b) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel reasonably satisfactory (including the qualifications of such counsel) to the Indemnified Party on any such action or proceeding or (c) the named parties to any such action or proceeding include both the Indemnified Party and the Indemnifying Party (in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnified Party and the Indemnified Party may employ such counsel for the defense of such action or proceeding as is reasonably satisfactory to the Indemnifying Party; it being understood, however, that except in the case of the addition of counsel as contemplated above or caused by the existence or development of a conflict rendering unified representation impermissible or unadvisable, the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys for the Indemnified Parties at any time). The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnifying Party, but, if settled with such written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the Indemnifying Party agrees (to the extent stated above) to indemnify and hold harmless the Indemnified Party from and against any Expenses by reason of such settlement or judgment. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent (a) includes an unconditional release of the Indemnified Party from all liability arising out of such claim, (b) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party, and (c) does not contain any equitable order, judgment or term (other than the fact of payment or the amount of such payment) that in any manner affects, restrains or interferes with the business of the Indemnified Party. The Indemnified Party and the Indemnifying Party (if not Grantor or Depositor) shall, if so requested by Grantor or Depositor, provide reports to Grantor or Depositor on the status of such actions or proceedings; provided,

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however, that no Indemnified Party or Indemnifying Party shall be required to disclose or produce any information, documents or other materials that are subject to the attorney-client or attorney-work-product privileges, or any other privileges to which such party may be entitled pursuant to applicable law.

Section 6.6. Resignation of Trustee.

(a) The Trustee may resign, with or without cause, at any time by notice to Depositor and each of the then Unitholders of record. Such notice shall specify a date when such resignation shall take effect, which shall be a Business Day not fewer than sixty (60) days after the date such notice is mailed; provided, however, that in no event shall any resignation of the Trustee be effective until a successor Trustee has accepted appointment as successor Trustee. In case of such resignation, the Trustee may nominate a successor Trustee which shall be approved and appointed by Depositor without a meeting or vote of the Unitholders, provided such successor meets the standards to serve as the Trustee as provided herein. If the Trustee has given notice of resignation in accordance with this Section 6.6, such resignation is with cause and a successor has not accepted its appointment as successor Trustee during the 90-day period following the receipt by Depositor of such notice of resignation, the annual fee payable to the Trustee in accordance with Section 7.1 and Schedule 2 hereto shall be increased as of the end of such 90-day period by 5%, and shall be further increased by 5% for each month or portion thereof thereafter (to a maximum of two times the fee payable at the time the notice of resignation was received by Depositor) until a successor has accepted its appointment as successor Trustee. The incremental amount of any such increased fees shall be paid to the Trustee on a monthly basis at the beginning of each such month or portion thereof.

(b) If at any time (a) the Trustee has not received compensation for its services or expenses or other amounts owed to the Trustee pursuant to Article VII, (b) Depositor has failed to fully fund a Depositor Loan in a reasonably timely manner after the Trustee has requested such Depositor Loan pursuant to Section 7.5 or has failed to pay Trust Obligations up to the Depositor Annual Expense Cap in accordance with Section 3.7, (c) the Trust Obligations exceed the amount of funds of the Trust available to pay such Trust Obligations, and (d) at any time that a stand-by reserve account or letter of credit is available to the Trustee as contemplated by Section 12.11, the Trustee is entitled to draw on the stand-by reserve account or letter of credit, then the Trustee shall be permitted to resign for cause. In the case of such resignation for cause, the Trustee may at its election cause the sale of the Royalties and dissolve, windup and thereafter terminate the Trust in accordance with Article IX, and shall be fully protected and shall incur no liability to Depositor, Grantor, any Unitholder or any other Person for doing so. No such election by the Trustee to dissolve, windup and thereafter terminate the Trust in accordance with this Section 6.6(b) or Article IX shall result or be deemed to result in any waiver or release of any right or protection of the Trustee or any waiver or release of any Protective Provision set forth in this Agreement.

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Section 6.7. Removal of Trustee. The Trustee or Delaware Trustee may be removed, with or without cause, at a meeting held in accordance with the requirements of Article VIII by the affirmative vote of the holders of a majority of all the Units then outstanding; provided, however, that any removal of the Trustee or Delaware Trustee shall be effective only at such time as a qualified successor (including, in the case of the Delaware Trustee, fulfillment of the requirements of Section 3807(a) of the Delaware Trust Act) Trustee or Delaware Trustee has accepted appointment as successor Trustee or Delaware Trustee.

Section 6.8. Appointment of Successor Trustee. Except to the extent otherwise provided in Section 6.6, in the event of a vacancy in the position of Trustee or Delaware Trustee or if the Trustee or Delaware Trustee has given notice of its intention to resign, the holders of the majority of the Units present or represented at a meeting held in accordance with the requirements of Article VIII may appoint a successor Trustee or Delaware Trustee. Except to the extent otherwise provided in Section 6.6, nominees for appointment may be made by (a) the resigned, resigning or removed Trustee or Delaware Trustee, (b) any Unitholder or Unitholders owning of record at least twenty-five percent (25%) of the Units then outstanding or (c) Depositor. Any such successor Trustee shall be a bank or trust company having capital, surplus and undivided profits (as of the end of its last fiscal year prior to its appointment) of at least $100,000,000. Any successor Delaware Trustee shall be a bank or trust company having its principal place of business in the State of Delaware. In the event that a new Trustee or Delaware Trustee has not been approved within sixty (60) days after the notice of resignation, a vote of a majority of the holders of Units removing the Trustee or Delaware Trustee, or other occurrence of a vacancy in the position of Trustee or the Delaware Trustee, a successor Trustee or Delaware Trustee may be appointed by any State or Federal District Court having jurisdiction in New York, New York or Wilmington, Delaware, upon the application of Depositor, Grantor, any Unitholder or the Trustee or Delaware Trustee tendering its resignation as Trustee or Delaware Trustee, and in the event any such application is filed, such court may appoint a temporary trustee (which shall not be required to meet the financial standards required for the appointment of a Trustee) at any time after such application is filed, which shall, pending the final appointment of a Trustee or Delaware Trustee, have such powers and duties as the court appointing such temporary trustee shall provide in its order of appointment, consistent with the provisions of this Agreement. Nothing herein shall prevent the same Person from serving as both the Delaware Trustee and the Trustee if it meets the qualifications thereof.

Immediately upon the appointment of any successor Trustee or Delaware Trustee, all rights, titles, duties, powers and authority of the predecessor Trustee or Delaware Trustee hereunder (except for the predecessor Trustee’s or Delaware Trustee’s rights to amounts payable under Section 3.16(d), or Article VI or Article VII prior to the appointment of such successor Trustee or Delaware Trustee) shall be vested in and undertaken by the successor Trustee or Delaware Trustee, which shall be entitled to receive from the predecessor Trustee or Delaware Trustee all of the Trust Estate held by it hereunder net of any amounts then owed to the predecessor Trustee or Delaware Trustee and all records and files in connection therewith. Any resigning or removed Trustee or Delaware Trustee shall account to its successor for its administration of the Trust. No successor Trustee or Delaware Trustee shall be obligated to examine or seek alteration of any account of any preceding Trustee or Delaware Trustee, nor shall any successor Trustee or Delaware Trustee be liable personally for failing to do so or for any act or omission of any preceding Trustee or Delaware Trustee. The preceding sentence shall not prevent any successor Trustee, Delaware Trustee or anyone else from taking any action otherwise permissible in connection with any such account.

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Section 6.9. Laws of Other Jurisdictions. If, notwithstanding the other provisions of this Agreement, the laws of jurisdictions other than Delaware (each being referred to below as “Such Jurisdiction”) apply to the administration of properties under this Agreement, the following provisions shall apply. If it is necessary or advisable for a trustee to serve in such jurisdiction and if the Trustee is disqualified from serving in such jurisdiction or for any other reason fails or ceases to serve there or if for any other reason the Trustee deems it advisable to appoint an ancillary trustee in any jurisdiction, an ancillary trustee which need not meet the requirements set forth in the third sentence of Section 6.8 shall be designated in writing by the Trustee. To the extent permitted under the laws of such jurisdiction, the Trustee may remove the ancillary trustee in such jurisdiction, without cause and without necessity of court proceeding or Unitholder approval, and may or may not appoint a successor ancillary trustee in such jurisdiction from time to time. The ancillary trustee serving in such jurisdiction is requested and authorized, to the extent not prohibited under the laws of such jurisdiction, to appoint the Trustee to handle the details of administration in such jurisdiction. The ancillary trustee in such jurisdiction shall have all rights, powers, discretions, responsibilities and duties as are delegated in writing by the Trustee, subject to such limitations and directions as shall be specified by the Trustee in the instrument evidencing such appointment. Any ancillary trustee in such jurisdiction shall be responsible for all assets with respect to which such trustee is empowered to act. To the extent the provisions of this Agreement and Delaware law cannot be made applicable to the administration in such jurisdiction, the rights, powers, duties and liabilities of the ancillary trustee in such jurisdiction shall be the same (or as near the same as permitted under the laws of such jurisdiction if applicable) as if governed by Delaware law. In all events, the administration in such jurisdiction shall be as free and independent of court control and supervision as permitted under the laws of such jurisdiction. Whenever the term “Trustee” is applied in this Agreement to the administration in such jurisdiction, it shall refer only to the trustee then serving in such jurisdiction. The fees and expenses of any ancillary trustee shall constitute expenses that are reimbursable to the Trustee pursuant to Section 7.2. Without limiting the generality of Sections 6.1 and 6.2, the Trustee shall not have any personal liability for taking or failing to take any action authorized or contemplated by this Section 6.9, or for any action or inaction thereof by any ancillary trustee appointed hereunder, unless such liability arises out of, or is based upon, any fraudulent misrepresentation, gross negligence, or willful misconduct of the Trustee or for acts or omissions in bad faith as adjudicated by arbitration or a final, nonappealable judgment of a court of competent jurisdiction.

Section 6.10. Force Majeure. No party to this Agreement (or its Affiliates) shall incur any liability to any other party to this Agreement or to any Unitholder if, by reason of any current or future law, rule, regulation or moratorium of or imposed by the federal government or any other governmental authority or regulatory agency or authority, or by reason of any act of God, war or other circumstance beyond its reasonable control, such party is prevented or forbidden from doing or performing any act or thing required by the terms hereof to be done or performed; nor shall any party to this Agreement incur any liability to any other party to this Agreement or to any Unitholder by reason of any nonperformance or delay caused as aforesaid in the performance of any act or thing required by the terms hereof to be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for herein caused as set forth above.

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Section 6.11. Failure of Action by Grantor or Depositor. In the event that Grantor or Depositor shall fail or be unable to take any action as required under any provision of this Agreement, the Trustee is empowered (but shall not be required) to take such action for and in the name of Grantor or Depositor. The Trustee shall incur no liability to any Unitholder or to Grantor, Depositor or to any other person as a result of any action the Trustee may take or fail to take under this Section 6.11.

ARTICLE VII.

COMPENSATION OF THE TRUSTEE

Section 7.1. Compensation of Trustee and Delaware Trustee. Each of the Trustee and the Delaware Trustee shall receive compensation for its services as Trustee and Delaware Trustee, respectively, hereunder as set forth in Schedule 2 attached hereto.

Section 7.2. Expenses. The reasonable out-of-pocket costs incurred by the Trust, Trustee or Delaware Trustee, including, but not limited to, charges for SEC and other fees and expenses relating to transfer agent services, Reserve Reports, audits, long distance telephone calls, overtime necessitated by rush orders, travel, legal, accounting, tax and other professional services, including without limitation fees and expenses of news services, joint interest auditors, stock exchange or quotation service fees, fees payable to the PCAOB and any other regulatory body or authority, fees payable in connection with the distribution of information to Unitholders, and costs of printing, stationery, binders, envelopes, ledger sheets, transfer sheets, checks, postage and insurance will be reimbursed to the Trustee or Delaware Trustee at actual cost. The Trustee and Delaware Trustee shall be reimbursed for actual reasonable expenditures made on account of the performance of its duties in connection with matters pertaining to the Trust, and the compensation and expenses of its counsel, accountants or other skilled Persons and of all other Persons who are not full-time employees of the Trustee or Delaware Trustee, as applicable.

Section 7.3. Other Services. In the event of litigation involving the Trust, audits or inspection of the records of the Trust pertaining to the transactions affecting the Trust or any other unusual or extraordinary services rendered in connection with the administration of the Trust, the Trustee shall be entitled to receive additional reasonable compensation for the services rendered, including but not limited to, the payment of the Trustee’s standard rates for all time spent by Trust personnel on such matters; provided, however, the Trustee shall not be entitled to reimbursement or additional compensation for services that unreasonably duplicate services provided by or through Depositor or Grantor.

Section 7.4. Payment. Subject to Article VI with respect to Article VI Expenses, all compensation, reimbursements and other charges owing to the Trustee shall constitute indebtedness and Trust Obligations under this Agreement and will be payable as Trust Obligations in accordance with Section 3.7, and the Trustee shall have a first priority lien on the Trust Estate for the payment of such compensation, reimbursements, and other charges to the extent not paid pursuant to Section 3.7, entitling the Trustee under this Agreement to priority as to payment thereof over payment to any other Person.

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Section 7.5. Depositor Loans.

(a) From time to time as the Trustee deems reasonably necessary to assure adequate funding for the administration of the Trust (in addition to amounts required to be paid by Depositor pursuant to Section 3.7), the Trustee may request Depositor to make loans, and Depositor shall make, or cause an Affiliate of Depositor to make, such loans (“Depositor Loans”), in amounts estimated by the Trustee to be required to cover Trust Obligations or any other expense of the Trust expected to be incurred within the 90-day period following the date each such loan is requested. To the extent that the Trust is then holding any cash proceeds generated by the Royalties, or any of them, that have not previously been set aside as a cash reserve for the Quarterly Distribution Amount pursuant to Section 5.2, the Trustee shall take the amount of such cash proceeds into account in estimating the amounts required to cover Trust Obligations.

(b) All Depositor Loans shall be senior unsecured obligations of the Trust, shall not bear interest, and shall be repaid in quarterly installments only from the excess, if any, of (i) the cash received by the Trustee during the applicable Quarter over (ii) all Trust Obligations (excluding Depositor Loans) paid or payable by the Trust for such Quarter and any additions to reserves during or relating to the Quarter.

(c) In the event that upon termination of the Trust the Trust does not hold any cash on hand or other assets other than amounts established as reserves in such amounts as the Trustee in its sole discretion deems appropriate for claims and obligations of the Trust, including contingent, conditional and unmatured claims and obligations in accordance with Section 3808 of the Delaware Trust Act, then any Depositor Loans that remain outstanding will be deemed forgiven, cancelled and discharged by Depositor, or its Affiliates, as applicable, without the necessity of further act or evidence.

Section 7.6. Ownership of Units. Each of Depositor, Grantor, the Trustee or Delaware Trustee, or any Affiliate thereof, in its individual or other capacities, may become the owner or pledgee of Units with the same rights, except as otherwise provided in Section 8.7, as it would have if it were not a Depositor, Grantor, Trustee or Delaware Trustee hereunder.

ARTICLE VIII.

MEETINGS OF UNITHOLDERS

Section 8.1. Purpose of Meetings. Meetings of the Unitholders may be called at any time and from time to time pursuant to the provisions of this Article VIII to transact any matter that the Unitholders may be authorized to transact.

Section 8.2. Call and Notice of Meetings. Any such meeting of the Unitholders may be called by the Trustee in its discretion and will be called by the Trustee at the written request of Depositor, Grantor or Unitholders owning of record not less than fifteen percent (15%) in number of the Units then outstanding. All such meetings shall be held at such time and at such place in New York, New York, as the notice of any such meeting may designate. Except as may otherwise be required by applicable law or by any securities exchange or market system on which the Units are admitted for trading, as applicable, written notice of every meeting of the

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Unitholders signed by the Trustee setting forth the time and place of the meeting and in general terms the matters proposed to be acted upon at such meeting shall be given in person or by mail not more than sixty (60) nor less than twenty (20) days before such meeting is to be held to all of the Unitholders of record as of a record date set by the Trustee (the “Record Date Unitholders”), which shall be not more than sixty (60) days before the date of such mailing. No matter other than that stated in the notice shall be acted upon at any meeting. If such notice is given to any Unitholder by mail, it shall be directed to him at his last address as shown by the ownership ledger of the Trustee and shall be deemed duly given when so addressed and deposited in the United States mail, postage paid. Only Record Date Unitholders shall be entitled to notice of and to exercise rights at or in connection with the meeting. Except as provided in Section 8.6, any action required by this Agreement to be taken at a meeting of the Unitholders, or any action which may be taken at a meeting of the Unitholders, may not be taken and shall not be effective without an actual meeting of the Unitholders, prior written notice to the Unitholders thereof and a vote by the Unitholders with respect thereto.

Section 8.3. Voting.

(a) Subject to Section 8.3(b) and Section 8.7, each Record Date Unitholder (including the Depositor and its Affiliates with respect to any Units (including Company Convertible Units) owned of record by such persons) shall be entitled to one vote for each Unit owned of record by him, and any Record Date Unitholder may vote in person or by duly executed written proxy.

(b) All Units held of record by the Exchange Agent shall, as to each matter submitted to the Unitholders for a vote or approval, (i) be deemed present in the proportion described below for purposes of establishing a quorum and (ii) be deemed voted without any action required of the Exchange Agent in the proportion and manner as those Units (other than such Units so held by the Exchange Agent) that actually are voted with respect to each such matter.

(c) At any such meeting the presence in person or by proxy (and including any Units deemed present as described in Section 8.3(b)) of Record Date Unitholders holding a majority of the Units outstanding at the record date shall constitute a quorum, and, except as otherwise specifically provided herein, any matter shall be deemed to have been approved by the Unitholders if it is approved by the vote of a majority in interest of such Record Date Unitholders constituting a quorum, although less than a majority of all of the Units at the time outstanding, except that the affirmative vote by the Record Date Unitholders of:

(i) prior to the fifth anniversary of the date hereof, eighty percent (80%) or more of all the Units outstanding (subject to Section 8.7) at the record date shall be required to:

(A) approve or authorize any sale or other disposition of all or substantially all of the assets of the Trust, in a single transaction or series of transactions; or

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(B) approve any amendment to or affecting this Section 8.3 (c)(i); or

(C) approve any dissolution of the Trust; and

(ii) except during any period that a greater vote is required under Section 8.3(c)(i), sixty-six and two-thirds percent (66 2/3%) or more of all the Units outstanding (subject to Section 8.7) at the record date shall be required to:

(A) approve or authorize any sale or other disposition of all or substantially all of the assets of the Trust, in a single transaction or series of transactions;

(B) approve any amendment to or affecting this Section 8.3(c)(ii); or

(C) approve any dissolution of the Trust.

In connection with any matter to be submitted to a vote of Unitholders, Depositor shall deliver to the Trustee a certification of such facts and other matters or determinations as may be necessary in order to determine the applicability of any vote requirement or other matter relevant to the proposed vote, together with an opinion of counsel (which may be in-house counsel of Depositor or Grantor), in form and substance reasonably acceptable to the Trustee, confirming that the proposed action has been approved in compliance with the requirements of this Agreement; provided that such opinion (i) may rely on a certificate of Depositor as to any factual matters with respect to the subject matter of such opinion and (ii) is not required to address, and may assume the correctness of, any determination by the Trustee as to conflicts of interests pursuant to Section 8.7). The Trustee shall be fully protected and shall incur no liability in relying on such certification.

Section 8.4. Conduct of Meetings. The Trustee may make such reasonable regulations consistent with the provisions hereof as it may deem advisable for any meeting of the Unitholders, including regulations covering the closing of the transfer books of the Trustee for purposes of determining Unitholders entitled to notice of or to vote at any meeting, the appointment of proxies, the appointment and duties of inspectors of votes, the submission and examination of proxies and other evidence of the right to vote, the preparation and use at the meeting of a list authenticated by or on behalf of the Trustee of the Unitholders entitled to vote at the meeting and such other matters concerning the calling and conduct of the meeting as it shall deem advisable.

Section 8.5. Unitholder Proposals. In the event a meeting of Unitholders is called for any purpose or a written consent is executed pursuant to Section 8.6 at the request of any Unitholder or Unitholders pursuant to the provisions of this Article VIII and the Trust remains subject to the requirements of Section 12 of the Exchange Act, the Unitholder or Unitholders requesting such meeting or soliciting such written consent shall be required to prepare and file a proxy or information statement with the SEC regarding such meeting or written consent in satisfaction of all applicable SEC rules and regulations and at the expense of such requesting Unitholder or Unitholders. The Unitholder or Unitholders requesting such meeting or executing such written consent shall bear the expense of distributing to Unitholders the notice of meeting

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and the proxy or information statement related thereto. The Trustee shall not be required to cooperate in the preparation of any such proxy or information statement and any related materials except to provide a list of Unitholders of the Trust to the extent required by law.

Section 8.6. Action Without Meeting. Any action required or permitted to be authorized or taken at any meeting of Unitholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing setting forth the authorization or action so taken is signed by Unitholders holding Units representing not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Units entitled to vote thereon were present and voted. Prompt notice of the authorization or taking of any action pursuant to this Section 8.6 shall be given to those Unitholders who have not consented in writing.

Section 8.7. Units Beneficially Owned by Depositor or its Affiliates Deemed Not Outstanding. In determining whether Unitholders holding the requisite number of Units have approved any vote, direction, consent or waiver under this Agreement pursuant to Section 6.7, Section 6.8, Section 8.3(c)(i) or Section 8.3(c)(ii), or with respect to any other matter that the Trustee reasonably determines presents a material conflict of interest between Depositor or its Affiliates, on the one hand, and the Unitholders other than Depositor or its Affiliates, on the other hand (which shall include the approval or authorization of any amendment, modification, termination or waiver of any rights under any Conveyance), Units which are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) by Depositor or its Affiliates shall be disregarded and deemed not to be outstanding for the purpose of any such vote or determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such vote, direction, consent or waiver only Units which the Trustee actually knows are so owned shall be so disregarded. In connection with any proposed vote, direction, consent or waiver under this Agreement, Depositor shall deliver to the Trustee a certification setting forth in detail all facts, circumstances and other relevant considerations regarding any potential conflicts of interest between Depositor or any of its Affiliates, on the one hand, and the Unitholders other than Depositor or its Affiliates, on the other hand, or certifying to the Trustee that no such potential conflicts of interest exist. Depositor shall deliver such certification to the Trustee as promptly as practicable in connection with any proposed vote, direction, consent or waiver under this Agreement, and in any case no less than ten (10) business days before any filing of proxy materials or dissemination of any communication from the Trustee to the Unitholders regarding any such proposed vote, direction, consent or waiver under this Agreement. The Trustee shall be entitled to publish such certification in proxy materials or other communications to the Unitholders or the public, and shall be entitled to rely on such certification, and shall be fully protected and shall incur no liability to Depositor or any of its Affiliates or to any Unitholder or any other Person for relying on such certification. In the event of any disagreement or dispute regarding any matter relevant to any action or decision under this Section 8.7, the Trustee shall be entitled to act or refuse to act until such disagreement or dispute is resolved to the satisfaction of the Trustee, and in any case shall be entitled to act in accordance with the advice of counsel, which advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. In addition to the foregoing, upon request of the Trustee, Depositor shall furnish to the Trustee promptly an officer’s certificate listing and identifying all Units so owned by Depositor or any of its Affiliates, if any, and shall update such list as requested from time to time, including an update as of the record date for any

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proposed vote, direction, consent or waiver under this Agreement. The Trustee shall be entitled to accept such officer’s certificate as conclusive evidence of the facts therein set forth and of the fact that all Units not listed therein are outstanding for the purpose of any such determination. Notwithstanding the foregoing, if Depositor and its Affiliates shall beneficially own (other than any beneficial ownership attributable to Depositor pursuant to Rule 13d-3 promulgated under the Exchange Act solely due to Depositor’s right to exercise the High-Value Call Option or Low-Value Call Option prior to Depositor’s exercise of the High-Value Call Option or Low-Value Call Option, as applicable, under Section 3.20) all of the Units outstanding, this Section 8.7 shall not apply.

ARTICLE IX.

DURATION, REVOCATION AND TERMINATION OF TRUST

Section 9.1. Revocation. The Trust is and shall be irrevocable and Grantor, as such, retains no power to alter, amend (except as provided otherwise in this Article IX and in Section 10.2) or terminate the Trust. The Trust shall be terminable only as provided in Section 9.2, and shall continue until so terminated.

Section 9.2. Termination. The Trust shall dissolve, windup and thereafter terminate upon the first to occur of the following events (the date of such occurrence, the “Dissolution Date”):

(a) the disposition of all of the Royalties and any assets (other than cash), tangible or intangible, including accounts receivable and claims or rights to payment, constituting the Trust Estate;

(b) a vote in favor of dissolution by the requisite percentage of Unitholders (as specified in Section 8.3(c) and subject to Section 8.3(b) and Section 8.7) present or represented at a meeting and entitled to vote thereon, held in accordance with the requirements of Article VIII;

(c) upon the occurrence of the HV Termination Time or the LV Termination Time following Depositor’s exercise of the High-Value Call Option or the Low-Value Call Option, as applicable;

(d) the Trustee’s election to dissolve, windup and thereafter terminate the Trust following its resignation for cause pursuant to Section 6.6(b); or

(e) June 3, 2033.

Section 9.3. Disposition and Distribution of Properties.

(a) For the purpose of liquidating and winding up the affairs of the Trust following its dissolution, the Trustee and the Delaware Trustee shall continue to act as such and exercise their powers as such until their duties have been fully performed and the Trust Estate has been finally distributed. In accordance with the Master Conveyance,

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upon the dissolution of the Trust, the Trustee shall sell for cash in one or more sales all the properties other than cash then constituting the Trust Estate. The Trustee shall as promptly as possible distribute the Sales Proceeds Amounts of any such sales and any other cash in the Trust Estate according to the respective interests and rights of the Unitholders, after paying, satisfying and discharging all of the liabilities of the Trust, including all Depositor Loans, and setting up reserves in such amounts as the Trustee in its discretion deems appropriate for contingent liabilities. No vote or other approval of the Unitholders shall be held or required prior to selling property pursuant to this Section 9.3(a).

(b) In the event that any property which the Trustee is required to sell is not sold by the Trustee within two years after the dissolution of the Trust, the Trustee shall cause such property to be sold at public auction to the highest cash bidder within 120 days after the end of such two-year period after dissolution of the Trust. Notice of such sale by auction shall be mailed at least thirty (30) days prior to such sale to each Unitholder of record as of a date set by the Trustee at such Unitholder’s address as it appears upon the books of the Trustee. Depositor, Grantor or any Unitholder may purchase all or any portion of the Trust Estate properties at any sale pursuant to this Section 9.3(b). Notwithstanding anything herein to the contrary, in no event may the Trustee distribute the Royalties to the Unitholders. No vote or other approval of the Unitholders shall be held or required prior to selling property pursuant to this Section 9.3(b).

(c) In connection with sales pursuant to this Section 9.3, the Trustee may accept any offer to purchase the properties constituting the Trust Estate that it deems reasonable in its discretion and shall have no liability in connection with any such sales. To the extent deemed appropriate by the Trustee, the Trustee shall, within 30 days after the dissolution of the Trust, use reasonable efforts to engage the services of one or more investment advisers or other parties deemed by the Trustee to be qualified as experts on such matters to assist with such sales (which may include brokers, including online brokerage services) and shall be entitled to rely on the advice of such professionals as contemplated by Section 12.2. Any such sale or sales may be conducted by means of an auction or similar process designed to be available to qualified bidders and may be conducted by means of an electronic bidding process or other process as may then be deemed appropriate by the Trustee or its advisors, without necessity of any notice of the sale or auction to the Unitholders being required; it being understood that the requirement of such notice shall apply solely to an auction conducted pursuant to Section 9.3(b). In the event of such auction or similar process, the Trustee may authorize agreements to reimburse the expenses of such qualified bidders. No vote or other approval of the Unitholders shall be held or required prior to selling property pursuant to this Section 9.3(c).

(d) Upon making final distribution to the Unitholders, the Trustee shall be under no further liability.

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(e) Upon completion of the winding up of the Trust, the Trustee shall execute and caused to be filed a certificate of cancellation with the Delaware Secretary of State and provide a copy to the Delaware Trustee.

ARTICLE X.

AMENDMENTS

Section 10.1. Prohibited. No amendment may be made to any provision of this Agreement which would:

(a) alter the purposes of the Trust or permit the Trustee or Delaware Trustee to engage in any business or investment activities or any activity substantially different from that specified herein;

(b) alter the rights of the Unitholders vis-a-vis each other;

(c) permit the Trustee to distribute the Royalties in kind either during the continuation of the Trust or during the period of liquidation or winding up under Section 9.3; or

(d) affect the rights and duties of the Trustee, Delaware Trustee, Depositor or Grantor under this Agreement, unless such amendment has been approved, in writing, by such party affected.

Section 10.2. Permitted. Depositor, Grantor and the Trustee may, jointly, from time to time, supplement or amend this Agreement, without the approval of the Unitholders, in order to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision hereof, or to change the name of the Trust, provided that such supplement or amendment does not materially adversely affect the interests of the Unitholders. All other amendments to the provisions of this Agreement shall be made only by a vote of the Unitholders present or represented at a meeting held in accordance with the requirements of Article VIII. The Trustee shall approve all amendments permitted under this Section 10.2, provided all prior conditions are satisfied and there is no adverse effect on the Trustee. In connection with any request by Depositor or Grantor to supplement or amend this Agreement to cure any ambiguity, defect or inconsistency, Depositor or Grantor shall provide to the Trustee, and it shall be a condition to the Trustee’s approval thereof, an officer’s certificate and an opinion of counsel (which may be in-house counsel of Depositor or Grantor) deemed satisfactory to the Trustee to confirm to the Trustee that the amendment or supplement is authorized and permitted by this Agreement and is in compliance with all conditions precedent; provided that such opinion of counsel is not required to address, and may assume the correctness of any determination as to, whether an ambiguity, defect or inconsistency exists that may be cured or corrected under this Section 10.2 or applicable law; it being agreed that the existence of any such ambiguity, defect or inconsistency shall be described in the officer’s certificate and that the Trustee shall be entitled to rely thereon and shall incur no liability for doing so. The Trustee shall be entitled to rely on such officer’s certificate and opinion, and such officer’s certificate and opinion shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

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ARTICLE XI.

ARBITRATION AND RELATED MATTERS

Section 11.1. Arbitration; Trustee’s Consent Required. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES TO THIS AGREEMENT AGREE THAT, SUBJECT TO THE WRITTEN CONSENT OF TRUSTEE, ANY DISPUTE, CONTROVERSY OR CLAIM THAT MAY ARISE BETWEEN OR AMONG GRANTOR OR DEPOSITOR (ON THE ONE HAND) AND THE TRUST OR THE TRUSTEE (ON THE OTHER HAND) IN CONNECTION WITH OR OTHERWISE RELATING TO THIS AGREEMENT OR THE CONVEYANCES OR THE APPLICATION, IMPLEMENTATION, VALIDITY OR BREACH OF THIS AGREEMENT OR THE CONVEYANCES OR ANY PROVISION OF THIS AGREEMENT OR THE CONVEYANCES (INCLUDING, WITHOUT LIMITATION, CLAIMS BASED ON CONTRACT, TORT OR STATUTE), MAY BE FINALLY, CONCLUSIVELY AND EXCLUSIVELY SETTLED BY BINDING ARBITRATION IN WILMINGTON, DELAWARE IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES (THE “RULES”) OF THE AMERICAN ARBITRATION ASSOCIATION OR ANY SUCCESSOR THERETO (“AAA”) THEN IN EFFECT. THE PARTIES TO THIS AGREEMENT (AND ON BEHALF OF THE TRUST) HEREBY EXPRESSLY WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO TRIAL BY JURY, WITH RESPECT TO ANY MATTER SUBJECT TO ARBITRATION PURSUANT TO THIS ARTICLE XI; PROVIDED, HOWEVER, THAT THIS WAIVER SHALL NOT APPLY TO THE TRUSTEE UNLESS THE TRUSTEE HAS CONSENTED IN WRITING TO THE ARBITRATION PROCESS. ANY PARTY TO THIS AGREEMENT MAY BRING AN ACTION, INCLUDING, WITHOUT LIMITATION, A SUMMARY OR EXPEDITED PROCEEDING, IN ANY COURT HAVING JURISDICTION, TO COMPEL ARBITRATION OF ANY DISPUTE, CONTROVERSY OR CLAIM TO WHICH THIS ARTICLE XI APPLIES. EXCEPT WITH RESPECT TO THE FOLLOWING PROVISIONS (THE “SPECIAL PROVISIONS”), WHICH SHALL APPLY WITH RESPECT TO ANY ARBITRATION PURSUANT TO THIS ARTICLE XI, THE INITIATION AND CONDUCT OF ARBITRATION SHALL BE AS SET FORTH IN THE RULES, WHICH RULES ARE INCORPORATED IN THIS AGREEMENT BY REFERENCE WITH THE SAME EFFECT AS IF THEY WERE SET FORTH IN THIS AGREEMENT.

(a) In the event of any inconsistency between the Rules and the Special Provisions, the Special Provisions shall control. References in the Rules to a sole arbitrator shall be deemed to refer to the tribunal of arbitrators provided for under subparagraph (c) below in this Article XI.

(b) The arbitration shall be administered by AAA.

(c) The arbitration shall be conducted by a tribunal of three arbitrators. Within ten (10) days after arbitration is initiated pursuant to the Rules, the initiating party or parties (the “Claimant”) shall send written notice to the other party or parties (the “Respondent”), with a copy to the Delaware office of AAA, designating the first arbitrator (who shall not be a representative or agent of any party but may or may not be an AAA panel member and, in any case, shall be reasonably believed by the Claimant to

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possess the requisite experience, education and expertise in respect of the matters to which the claim relates to enable such person to completely perform arbitral duties). Within ten (10) days after receipt of such notice, the Respondent shall send written notice to the Claimant, with a copy to the Delaware office of AAA and to the first arbitrator, designating the second arbitrator (who shall not be a representative or agent of any party, but may or may not be an AAA panel member and, in any case, shall be reasonably believed by the Respondent to possess the requisite experience, education and expertise in respect of the matters to which the claim relates to enable such person to competently perform arbitral duties). Within ten (10) days after such notice from the Respondent is received by the Claimant, the Respondent and the Claimant shall cause their respective designated arbitrators to select any mutually agreeable AAA panel member as the third arbitrator. If the respective designated arbitrators of the Respondent and the Claimant cannot so agree within such ten (10) day period, then the third arbitrator will be determined pursuant to the Rules. For purposes of this Article XI, Grantor and Depositor (on the one hand) and the Trust and the Trustee (on the other hand) shall each be entitled to the selection of one (1) arbitrator. Prior to commencement of the arbitration proceeding, each arbitrator shall have provided the parties with a resume outlining such arbitrator’s background and qualifications and shall certify that such arbitrator is not a representative or agent of any of the parties. If any arbitrator shall die, fail to act, resign, become disqualified or otherwise cease to act, then the arbitration proceeding shall be delayed for fifteen (15) days and the party by or on behalf of whom such arbitrator was appointed shall be entitled to appoint a substitute arbitrator (meeting the qualifications set forth in this Article XI) within such fifteen (15) day period; provided, however, that if the party by or on behalf of whom such arbitrator was appointed shall fail to appoint a substitute arbitrator within such fifteen (15) day period, the substitute arbitrator shall be a neutral arbitrator appointed by the AAA arbitrator within fifteen (15) days thereafter.

(d) All arbitration hearings shall be commenced within one hundred twenty (120) days after arbitration is initiated pursuant to the Rules, unless, upon a showing of good cause by a party to the arbitration, the tribunal of arbitrators permits the extension of the commencement of such hearing; provided, however, that any such extension shall not be longer than sixty (60) days.

(e) All claims presented for arbitration shall be particularly identified and the parties to the arbitration shall each prepare a statement of their position with recommended courses of action. These statements of position and recommended courses of action shall be submitted to the tribunal of arbitrators chosen as provided hereinabove for binding decision. The tribunal of arbitrators shall not be empowered to make decisions beyond the scope of the position papers.

(f) The arbitration proceeding will be governed by the substantive laws of the State of Delaware and will be conducted in accordance with such procedures as shall be fixed for such purpose by the tribunal of arbitrators, except that (i) discovery in connection with any arbitration proceeding shall be conducted in accordance with the Federal Rules of Civil Procedure and applicable case law, (ii) the tribunal of arbitrators shall have the power to compel discovery and (iii) unless the parties otherwise agree and except as may be provided in this Article XI, the arbitration shall be governed by the

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United States Arbitration Act, 9 U.S.C. Sections 1-16, to the exclusion of any provision of state law or other applicable law or procedure inconsistent therewith or which would produce a different result. The parties shall preserve their right to assert and to avail themselves of the attorney-client and attorney-work-product privileges, and any other privileges to which they may be entitled pursuant to applicable law. No party to the arbitration or any arbitrator may compel or require mediation and/or settlement conferences without the prior written consent of all such parties and the tribunal of arbitrators.

(g) The tribunal of arbitrators shall make an arbitration award as soon as possible after the later of the close of evidence or the submission of final briefs, and in all cases the award shall be made not later than thirty (30) days following submission of the matter. The finding and decision of a majority of the arbitrators shall be final and shall be binding upon the parties. Judgment upon the arbitration award or decision may be entered in any court having jurisdiction thereof or application may be made to any such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The tribunal of arbitrators shall have the authority to assess liability for pre-award and post-award interest on the claims, attorneys’ fees, expert witness fees and all other expenses of arbitration as such arbitrators shall deem appropriate based on the outcome of the claims arbitrated. Unless otherwise agreed by the parties to the arbitration in writing, the arbitration award shall include findings of fact and conclusions of law.

(h) Nothing in this Article XI shall be deemed to (i) limit the applicability of any otherwise applicable statute of limitations or repose or any waivers contained in this Agreement, (ii) constitute a waiver by any party hereto of the protections afforded by 12 U.S.C. Section 91 or any successor statute thereto or any substantially equivalent state law, (iii) restrict the right of the Trustee to make application to any state or federal district court having jurisdiction in New Castle County, Delaware, to appoint a successor Trustee or to request instructions with regard to any provision in this Agreement when the Trustee is unsure of its obligations thereunder, or (iv) apply to the Delaware Trustee.

Section 11.2. Litigation, Forum Selection; Venue; Waiver of Jury Trial.

(a) IN THE EVENT OF ANY DISPUTE, CONTROVERSY OR CLAIM AS TO WHICH THE TRUSTEE DOES NOT CONSENT IN WRITING TO ARBITRATION AS PERMITTED BY SECTION 11.1, THE PARTIES TO THIS AGREEMENT AGREE THAT ANY SUCH DISPUTE, CONTROVERSY OR CLAIM THAT MAY ARISE BETWEEN OR AMONG GRANTOR OR DEPOSITOR (ON THE ONE HAND) AND THE TRUST OR THE TRUSTEE (ON THE OTHER HAND) IN CONNECTION WITH OR OTHERWISE RELATING TO THIS AGREEMENT OR THE CONVEYANCES OR THE APPLICATION, IMPLEMENTATION, VALIDITY OR BREACH OF THIS AGREEMENT OR THE CONVEYANCES OR ANY PROVISION OF THIS AGREEMENT OR THE CONVEYANCES (INCLUDING, WITHOUT LIMITATION, CLAIMS BASED ON CONTRACT, TORT OR STATUTE) SHALL BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF DELAWARE OR IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE. THE PARTIES TO THIS AGREEMENT SUBMIT TO

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THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. THE PARTIES TO THIS AGREEMENT WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(b) THE PARTIES TO THIS AGREEMENT (AND ON BEHALF OF THE TRUST) EXPRESSLY WAIVE THEIR RIGHT TO TRIAL BY JURY.

(c) Nothing in this Section 12.2 shall modify the provisions of Section 12.9 of this Agreement.

ARTICLE XII.

MISCELLANEOUS

Section 12.1. Inspection of Books.

(a) Depositor, Grantor and each Unitholder and such Depositor, Grantor or Unitholder’s duly authorized agents, attorneys and auditors shall have the right, at such Depositor, Grantor or Unitholder’s own expense and during reasonable business hours, upon reasonable prior notice, to examine and inspect the records of the Trust and the Trustee relating to the Trust, including lists of Unitholders.

(b) The Trustee and its duly authorized Agents shall have the right, at the expense of the Trust and during reasonable business hours, upon reasonable prior written notice, to examine and inspect the records of Grantor relating to the Royalties.

Section 12.2. Trustee’s Employment of Experts. The Trustee may, but shall not be required to, consult with counsel, who may be its own counsel, accountants, geologists, engineers and other parties deemed by the Trustee to be qualified as experts on the matters submitted to them, and the opinion or advice of any such parties on any matter submitted to them by the Trustee shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance with the opinion of any such party. The Trustee is authorized to make payments of all reasonable and necessary fees billed by third parties for services or expenses thus incurred out of the Trust Estate.

Section 12.3. Merger or Consolidation of Trustee or Delaware Trustee. Neither a change of name of the Trustee or Delaware Trustee nor any merger or consolidation of it or of its corporate powers with another bank or with a trust company shall affect its right or capacity to act hereunder. Upon any merger, consolidation, sale of assets or other transaction involving the Trustee or Delaware Trustee in which the Trustee or Delaware Trustee is not the surviving entity, the surviving entity in such transaction shall automatically become the Trustee or Delaware Trustee of the Trust and succeed to all rights, titles, duties, powers and authority of the predecessor Trustee or Delaware Trustee hereunder, without the requirement of Unitholder approval or any

52

other action, provided such surviving entity has succeeded to the rights and obligations of the predecessor Trustee or Delaware Trustee in accordance with applicable law and is a bank or trust company having capital, surplus and undivided profits (as of the end of its last fiscal year prior to the consummation of such transaction) of at least $100,000,000.

Section 12.4. Filing of this Agreement. Neither this Agreement nor any executed copy hereof need be filed in any county in which any of the Trust Estate is located or elsewhere, but the same may be filed for record in any county by the Trustee. In order to avoid the necessity of filing this Agreement for record, the Trustee agrees that to the extent applicable for the purpose of vesting the record title to the Royalties in any successor Trustee, the succeeded Trustee will, upon appointment of any successor Trustee, execute and deliver to such successor Trustee appropriate assignments or conveyances.

Section 12.5. Severability. If any provision of this Agreement or the application thereof to any Person or circumstances shall be finally determined by a court of proper jurisdiction to be illegal, invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to Persons or circumstances, other than those as to which it is held illegal, invalid or unenforceable, shall not be affected thereby, and every provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

Section 12.6. Notices. Any and all notices or demands permitted or required to be given under this Agreement shall be in writing and shall be validly given or made if (a) personally delivered, (b) delivered and confirmed by Federal Express or other nationally recognized overnight courier delivery service, which shall be effective as of confirmation of receipt by the courier at the address for notice hereinafter stated, (c) solely in the case of notice to any Unitholder, by press release in a nationally recognized and distributed media, or (d) deposited in the United States mail, first class, postage prepaid, certified or registered, return receipt requested, addressed as follows:

If to the Trustee, to:

The Bank of New York Mellon Trust Company, N.A.

Institutional Trust Services

919 Congress Avenue, Suite 500

Austin, Texas 78701

Attention: Mike J. Ulrich

Facsimile No.: (512) 479-2253

With a copy to:

Bracewell & Giuliani LLP

111 Congress Avenue, Suite 2300

Austin, Texas 78701

Attention: Thomas W. Adkins

Facsimile No.: (512) 479-3940

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If to the Delaware Trustee, to:

BNY Mellon Trust of Delaware

100 White Clay Center, Suite 102

Newark, Delaware 19711

Attention: Corporate Trust Administration,

Kristine K. Gullo, Vice President

Facsimile No.: (302) 453-4400

If to Depositor, to:

Freeport-McMoRan Copper & Gold Inc.

333 N. Central Avenue

Phoenix, Arizona 85004

Attention: General Counsel

Facsimile No.: (602) 453-2871

If to Grantor, to:

McMoRan Oil & Gas LLC

1615 Poydras Street

New Orleans, Louisiana 70112

Attention: General Counsel

Facsimile No.: (504) 582-1603

If to a Unitholder, to:

the Unitholder

at its last address as shown on the

ownership records maintained by the Trustee

Notice which is mailed in the manner specified shall be conclusively deemed given three (3) days after the date postmarked or upon receipt, whichever is sooner. Any party to this Agreement may change its address for the purpose of receiving notices or demands by notice given as provided in this Section 12.6.

In addition to the foregoing, the Trustee agrees to accept and act upon notice, instructions or directions pursuant to this Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided however that no such electronic communication from a Unitholder to the Trustee shall constitute a valid notice or demand. If a party to this Agreement elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic

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instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 12.7. Counterparts. This Agreement may be executed in a number of counterparts, each of which shall constitute an original, but such counterparts shall together constitute but one and the same instrument.

Section 12.8. Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

Section 12.9. Governing Law. Notwithstanding any provision herein to the contrary, this Agreement and the Trust, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement (including, without limitation, the validity, construction and administration of this Agreement and the Trust, the enforceability of the provisions of this Agreement, all rights and remedies hereunder and the services of the Trustee hereunder), or the negotiation, execution or performance of this Agreement (including, without limitation, any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by the internal laws of the State of Delaware; provided, however, that there shall not be applicable to the Trust, the Trustee, the Delaware Trustee, Depositor, Grantor, the Unitholders or this Agreement any provision of the laws (statutory or common) of the State of Delaware pertaining to trusts that relate to or regulate, in a manner inconsistent with the terms hereof (a) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (b) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (c) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (d) fees or other sums payable to trustees, officers, agents or employees of a trust, (e) the allocation of receipts and expenditures to income or principal, (f) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding or investing trust assets or (g) the establishment of fiduciary or other standards of responsibility or limitations on the acts or powers of trustees that are inconsistent with the limitations or liabilities or authorities and powers of the Trustee and the Delaware Trustee as set forth as referenced in this Agreement. Sections 3540 and 3561 of Title 12 of the Delaware Code shall not apply to the Trust.

Section 12.10. Confidentiality.

(a) Any confidential information provided by Depositor or Grantor to the Trustee or Delaware Trustee pursuant to this Agreement shall not be disclosed by the Trustee or Delaware Trustee to any third party, except with Depositor’s or Grantor’s prior written consent. Notwithstanding the foregoing, the Trustee or Delaware Trustee may disclose such information to its representatives or their officers, directors, legal counsel, accountants and advisors (collectively, “Representatives”) who, in each case, in the Trustee’s or Delaware Trustee’s reasonable judgment, need to know such information for the purpose of (i) confirming compliance with the terms of this Agreement or (ii) advising the Trustee or Delaware Trustee with respect to any action required by or

55

requested of the Trustee or Delaware Trustee pursuant to this Agreement or any Conveyance provided that the Trustee or Delaware Trustee shall (a) inform each person to whom such information is provided of the confidential nature of such information, (b) take reasonable precautions necessary to prevent the disclosure of such information by such persons to any third party, and (c) be responsible for any breach of this Section 12.10 by any Representatives.

(b) If the Trustee or Delaware Trustee is requested or required (by law, judicial or governmental order or regulatory process or by any self-regulatory organization, interrogatory, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any confidential information provided by Depositor or Grantor to the Trustee or Delaware Trustee, it is agreed that the Trustee or Delaware Trustee will, to the extent legally permitted, provide Depositor or Grantor with prompt notice of such request or requirement prior to making such disclosure so that Depositor or Grantor may seek an appropriate protective order and/or waive the Trustee’s or Delaware Trustee’s compliance with this Section 12.10. The Trustee or Delaware Trustee may disclose only that portion of the confidential information that the Trustee or Delaware Trustee is advised by its counsel is legally required to be disclosed; provided, that, to the extent legally permitted, the Trustee or Delaware Trustee provides Depositor or Grantor prior written notice of the information to be disclosed as far in advance of its disclosure as is practicable and, upon Depositor’s or Grantor’s request, uses reasonable efforts to obtain assurances that confidential treatment will be afforded to such information.

(c) Notwithstanding the foregoing provisions of this Section 12.10 or any other provision hereof, nothing herein shall prevent or restrict the Trust or Trustee from making any public disclosure of any information the Trustee deems to be required or advisable in order to ensure compliance by the Trust with applicable securities laws, or other legal or regulatory requirements or securities exchange listing or quotation system or similar requirements; provided, however, that this sentence shall apply and remain in effect only until the later to occur of (i) the conclusion of the winding up and termination of the Trust (which may be after the Termination Date), and (ii) the termination of any public reporting obligations of the Trust under applicable securities laws.

Section 12.11. Stand-by Reserve Account or Letter of Credit. Depositor hereby agrees to provide and maintain a $1.0 million stand-by reserve account with The Bank of New York Mellon Trust Company, N.A. or a letter of credit, in a form and from a bank reasonably acceptable to the Trustee, for the purpose of enabling the Trustee to draw on the reserve account or letter of credit to pay Trust Obligations in the event that the Trust does not have funds adequate to pay the Trust Obligations at any time or from time to time. At any time (and from time to time) after the one-year anniversary of the date of this Agreement, with the consent of the Trustee, Depositor may reduce the reserve account or substitute a letter of credit in a different face amount for the original letter of credit or any substitute letter of credit.

Section 12.12. Conveyances. Grantor shall record the Recordable Conveyances (and any further conveyances necessary to properly convey to the Trust interests required or intended to be conveyed to the Trust after the date hereof) in the appropriate filing offices in accordance with

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the terms of the Conveyances, and Grantor and Depositor shall be solely responsible for the correctness of the information contained in the Recordable Conveyances and other conveyances and the proper filing thereof. The Trustee shall have no responsibility for the correctness of the information contained in the Recordable Conveyances or other conveyances and no obligation to record any of the Recordable Conveyances or other conveyances or any other document and no responsibility to confirm the proper filing of any of the Recordable Conveyances or other conveyances or any other document. The Trustee shall have no obligation to prepare or file or continue any financing statement or similar filing or to create or perfect any lien or security interest.

Section 12.13. Waiver of Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NO PARTY SHALL BE LIABLE HEREUNDER FOR EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES OR LOST PROFITS, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE.

[Signature Page Follows]

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IN WITNESS WHEREOF, Depositor, Grantor, Trustee and Delaware Trustee have caused this Agreement to be duly executed the day and year first above written.

FREEPORT-MCMORAN COPPER & GOLD INC.,
as Depositor
By:	/s/ Kathleen L. Quirk
	Name:	Kathleen L. Quirk
	Title:	Executive Vice President, Chief Financial Officer & Treasurer
McMoRan Oil & Gas LLC,
as Grantor
By:	/s/ Nancy D. Parmelee
	Name:	Nancy D. Parmelee
	Title:	Chief Financial Officer & Secretary
The Bank of New York Mellon Trust Company, N.A.,
as Trustee
By:	/s/ R. Tarnas
	Name:	R. Tarnas
	Title:	Vice President

SIGNATURE PAGE

BNY Mellon Trust of Delaware,
as Delaware Trustee
By:	/s/ Kristine K. Gullo
	Name:	Kristine K. Gullo
	Title:	Vice President

SIGNATURE PAGE

SCHEDULE 1

WIRE INSTRUCTIONS

SCHEDULE 1

SCHEDULE 2

TRUSTEE AND DELAWARE TRUSTEE COMPENSATION

A. Administrative Fees and Expenses

1. A one-time charge of $10,000 is payable to the Trustee by Depositor concurrently with the execution and delivery of the Amended and Restated Royalty Trust Agreement (the “Agreement”).

2. For all administrative and other services to be provided by the Trustee under the Agreement including, but not limited to, costs of the Trustee’s personnel, the Trustee will be paid the sum of $150,000 per year, in advance; provided, however, that during the first year in which the Trust receives any payment pursuant to the Conveyance or Royalties (each as defined in the Agreement), and each year thereafter, such sum shall be increased to $200,000 per year. Such amount, whether $200,000 or $150,000, shall not be prorated or reduced for any partial year.

3. Concurrently with the execution and delivery of the Agreement, Depositor shall reimburse the Trustee for the fees and expenses of its counsels incurred in connection with the review of governing documents and other matters relating to the Trustee’s engagement as Trustee of the Trust.

4. In the event of the Trustee performing extraordinary or other services not contemplated at the time of the execution and delivery of the Agreement, the Trustee shall be paid additional fees commensurate with the service provided, which will be charged in the Trustee’s sole reasonable discretion.

5. In the event that a default occurs under the Agreement, the Trustee shall be paid an additional Default Administration Fee calculated in accordance with the Trustee’s hourly rate in effect at the time of the default and as it may be modified by the Trustee in its sole discretion from time to time thereafter, plus all reasonable expenses incurred by the Trustee, which expenses shall include reasonable fees and expenses of counsel to the Trustee.

6. All amounts payable to the Trustee as provided under the Agreement shall be paid out of funds of the Trust to the extent funds of the Trust are available therefor (which shall not include funds previously set aside for payment of a Quarterly Distribution Amount); provided, that to the extent the Trust Obligations exceed the funds of the Trust available therefor, the amounts payable to the Trustee shall be funded promptly by the Depositor in accordance with Sections 3.7 and 7.5 of this Agreement.

B. The fees provided above are in addition to out-of-pocket cost reimbursements permitted under the Agreement.

SCHEDULE 2

EX-10.3

Exhibit 10.3

MASTER CONVEYANCE OF OVERRIDING ROYALTY INTEREST

BY AND BETWEEN

MCMORAN OIL & GAS LLC, AS GRANTOR

AND

GULF COAST ULTRA DEEP ROYALTY TRUST, AS GRANTEE

DATED

JUNE 3, 2013

TABLE OF CONTENTS

		PAGE
	ARTICLE I
	CERTAIN DEFINITIONS AND REFERENCES
1.1	Certain Defined Terms		1
1.2	References and Titles		10
	ARTICLE II
	LIMITED TERM OVERRIDING ROYALTY CONVEYANCE
2.1	Grant of Overriding Royalty Interest; Termination		10
2.2	Overriding Royalty Percentage		13
2.3	Filing Fees		14
2.4	Measurement		14
2.5	Counterparts and Recording		15
2.6	Compliance Reports		15
	ARTICLE III
	CERTAIN MATTERS RELATED TO THE SUBJECT INTERESTS
3.1	Abandonments		15
3.2	Contracts with Affiliates		16
3.3	Right to Use Wellbores		16
3.4	Amendment of Drilling or Spacing Units/Unitization		16
3.5	Operations		16
3.6	Leases		17
3.7	Mortgages and Security Interests		18
	ARTICLE IV
	PAYMENTS
4.1	Payments		18
4.2	Burden-Free Royalty		19
4.3	Tax Withholding		19
	ARTICLE V
	ASSIGNMENT
5.1	Assignment by Grantee		19
5.2	Assignment by Grantor		20
5.3	Covenant Running with the Land		20
5.4	Special Trust Assignment		20
5.5	Preferential Right to Purchase in Favor of Grantor		21

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TABLE OF CONTENTS

(CONT.)

		PAGE
	ARTICLE VI
	ACCESS TO BOOKS AND RECORDS; CONFIDENTIALITY
6.1	Books and Records		22
6.2	Confidentiality		23
	ARTICLE VII
	DISCLAIMERS
7.1	DISCLAIMERS		24
	ARTICLE VIII
	TERMINATION
8.1	Termination of Overriding Royalty Interest		24
8.2	Termination of Leases		24
	ARTICLE IX
	REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION, REMEDIES
9.1	Representations, Warranties and Covenants of Grantor		24
9.2	Indemnity		26
	ARTICLE X
	MISCELLANEOUS
10.1	Governing Law		27
10.2	No Personal Liability by Grantee		28
10.3	Nature of Overriding Royalty Interest; Intentions of the Parties		28
10.4	Notices		28
10.5	Amendments		29
10.6	Counterparts		30
10.7	Binding Effect		30
10.8	Partition		30
10.9	Partial Invalidity		30
10.10	Effective Date		30
10.11	Recording		30
10.12	No Third Party Beneficiaries		31
10.13	Limitation of Liability		31

Exhibit A – Prospect Areas/Scheduled Working Interest

Exhibit B – First RC Leases

Exhibit C – Form of Recordable Conveyance

Exhibit D – Recordable Memorandum

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MASTER CONVEYANCE OF OVERRIDING ROYALTY INTEREST

THIS MASTER CONVEYANCE OF OVERRIDING ROYALTY INTEREST (this “Master Conveyance” or this “Agreement”) dated as of June 3, 2013 is made by and between McMoRan Oil & Gas LLC, a limited liability company organized under the laws of the state of Delaware and a wholly owned subsidiary of McMoRan Exploration Co., as Grantor, and Gulf Coast Ultra Deep Royalty Trust, a statutory trust formed under the laws of the state of Delaware, as Grantee.

WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings given such terms in Article I below; and

WHEREAS, Grantor is the owner of certain oil, gas and/or mineral properties; and

WHEREAS, Grantor desires to convey to Grantee the Overriding Royalty Interest;

NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor and Grantee agree as follows:

ARTICLE I

CERTAIN DEFINITIONS AND REFERENCES

1.1 Certain Defined Terms. When used in this Master Conveyance, the following terms shall have the respective meanings assigned to them in this Section 1.1:

“Add-On Leases” shall mean (a) each Lease (or interest in a Lease) that (i) is not an Existing Subject Interest and (ii) in which an interest (or additional interest) is acquired by Grantor or any of its Affiliates during the Grant Period and (b) following the Grant Period, any Lease taken upon or in anticipation of expiration or termination of any Lease (if executed and delivered during the term of or within one year after expiration of the predecessor Lease), insofar only as any such replacement lease covers the Subject Formations under the same lands described in the original Lease.

“Affiliate” shall mean, with respect to any Person, (a) any other Person directly or indirectly owning, controlling or holding with power to vote more than 50% of the outstanding voting securities of such Person, (b) any other Person more than 50% of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by such Person, and (c) any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided that in no case shall any Unitholder (as defined in the Trust Agreement) be deemed an Affiliate of the Trust.

“Agreed Rate” shall mean, for and during each calendar month, the prime rate published under “Money Rates” in the Wall Street Journal on the first day of such calendar month for which such a prime rate is so published, or if the Wall Street Journal shall cease publication or cease publishing the “prime rate” on a regular basis, such other regularly published average prime rate applicable to commercial banks as is acceptable to the Trustee in its reasonable discretion.

“BOEM” shall mean the United States Bureau of Ocean Energy Management.

“Claims” shall have the meaning given such term in Section 9.2(b).

“Code” shall have the meaning given such term in Section 10.3.

“Depositor” shall mean Freeport-McMoRan Copper & Gold Inc.

“ED Unrecorded Leases” shall mean all Leases in which Grantor or any Affiliate of Grantor holds any interest (directly or through any agent or nominee) as of the Effective Date, other than the First RC Leases.

“Effective Date” shall have the meaning given such term in Section 10.10.

“Effective Time” shall have the meaning given such term in Section 2.1(f).

“End Date” shall mean June 3, 2033.

“Excepted Permitted Lien” shall mean (i) any Permitted Lien created or caused by Grantee or (ii) other than any Permitted Lien created by, through or under Grantor or its Affiliates, any Permitted Lien which creates a defect in the title of Grantor or any of its Affiliates in, to or under any Subject Interest that reduces the Working Interests of Grantor or its Affiliates with respect to any Subject Interests, other than any such defect or reduction in Working Interest occurring after the Effective Date arising as a result of any non-payment by Grantor or its Affiliates of any financial obligation which Grantor or its Affiliates has assumed or otherwise is obligated to pay (whether under an operating agreement existing at the time Grantor or its Affiliate acquired an interest in the Subject Interest, by contract or otherwise).

“Existing Subject Interests” shall mean all right, title and interest of Grantor and its Affiliates in, to or under any Lease as of the Effective Date (whether held directly or through an agent or nominee), including all First RC Leases and ED Unrecorded Leases, insofar, and only insofar as such right, title or interest covers Hydrocarbons produced or that may be produced from the Subject Formation(s) from and after the Effective Date; provided, however, that such interest shall not include any right, title or interest of Grantor or its Affiliates in and to any personal property, fixtures, structures or equipment.

“First RC Leases” shall mean the Leases set forth on Exhibit B.

“Gas” shall mean natural gas, coalbed methane and other gaseous hydrocarbons.

“Governmental Authority” shall mean the country, the state, county or parish, city and political subdivisions in which any Person or such Person’s property is located or which exercises valid jurisdiction over any such Person or such Person’s property, and any court, agency, department, commission, board, bureau or instrumentality of any of them which exercises valid jurisdiction over any such Person or such Person’s property.

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“Grant Period” shall mean a period of time from the Effective Date through the earlier of (i) December 5, 2017, or (ii) the Termination Date.

“Grantee” shall mean the Trust, as the Person named in the preamble to this Master Conveyance as grantee, and its successors and assigns and any wholly-owned subsidiary of the Grantee designated as a Grantee in writing to Grantor by the Grantee for purposes of this Master Conveyance.

“Grantor” shall mean the Person named in the preamble of this Master Conveyance as grantor, and its successors and assigns.

“Gross Proceeds” shall mean an amount equal to the Market Value of all sales of Production plus proceeds received on account of any Production lost, (a) after deduction or withholding of Specified Taxes allocable to such Production or such sale thereof, and (b) minus any Specified Post-Production Costs allocable to such Production.

“Hydrocarbons” shall mean Oil and Gas.

“Laws” shall mean all local, state, federal, foreign and international laws, rules, regulations, treaties, guidelines, permits, orders, judicial and administrative decisions and other legally enforceable requirements.

“Lease” shall mean any Oil, Gas and/or other mineral lease covering or otherwise related to all or any portion of (a) a Prospect Area, (b) any area with which all or any portion of a Prospect Area is aggregated by unitization, pooling or similar aggregation principles, (c) all other rights in, to or under any other instrument or fee tract related to, and all other rights to drill for, develop and produce Hydrocarbons from, a Prospect Area and any area with which all or any portion of a Prospect Area is aggregated by unitization, pooling or similar aggregation principles, and (d) following the Grant Period, any replacement lease taken upon or in anticipation of expiration or termination of any such Lease (if executed and delivered during the term of or within one year after expiration of the predecessor Lease), insofar only as any such replacement lease covers the Subject Formations under the same lands described in the original Lease.

“Lease Burdens” shall mean royalties, overriding royalties (other than the Overriding Royalty Interests), net profits interests, production payments and other burdens on Production.

“Lien” shall mean, with respect to any property or assets, any right or interest therein of a party to secure liabilities owed to it or any other arrangement with such party that provides for the payment of such liabilities out of such property or assets or that allows such party to have such liabilities satisfied out of such property or assets prior to the general creditors of any owner thereof, including any lien, mortgage, security interest, pledge, deposit, rights of a vendor under any title retention or conditional sale agreement or lease substantially equivalent thereto, tax lien, mechanic’s or materialman’s lien, or any other charge or encumbrance for security purposes, whether arising by Law or agreement or otherwise. “Lien” also means (a) any production payment or other similar burden on the Hydrocarbons attributable to the Subject Interests, and (b) any filed financing statement or other filing, notice, arrangement or action that would serve to perfect a Lien described in the preceding sentence, regardless of whether such financing statement or other filing is filed, such notice is given, or such arrangement or action is undertaken before or after such Lien exists.

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“Market Value” shall mean, with respect to any Production and without duplication, the sum of (a) the proceeds received by Grantor (or any Affiliate or agent of Grantor that markets the Production on behalf of Grantor or its Affiliates, Grantee or any owner of a Lease Burden) from the first sale of such Production to a Non-Affiliate, regardless of the location of such sale (whether on the applicable land subject to the Leases or at any point downstream) and (b) all proceeds from the sale of Hydrocarbons attributable to Lease Burdens (to the extent a Lease Burden burdens the Subject Interests), if not marketed by Grantor or any Affiliate or agent of Grantor and whether received by Grantor, its Affiliates, or not, based on pricing received by Grantor.

“Memorandum” shall have the meaning given such term in Section 10.11(b).

“Net Acres” shall mean, with respect to any Lease under which the Subject Interests exist, a number of net acres calculated as (i) the total number of gross acres covered by the Subject Interests existing under such Lease, multiplied by (ii) the lessor’s ownership percentage in the mineral estate with respect to the Subject Formations covered by such Subject Interests multiplied by (iii) the Grantor’s and its Affiliates’ Working Interest with respect to such Subject Interests.

“NC-Acquired WI” shall have the meaning given such term in Section 3.5(b).

“Non-Affiliate” shall mean with respect to Grantor, any Person who is not an Affiliate of Grantor.

“Non-Consent Hydrocarbons” shall mean those Hydrocarbons produced from a Subject Interest during the applicable period of recoupment or reimbursement pursuant to a Non-Consent Provision covering that Subject Interest, which Hydrocarbons have been relinquished to the consenting party or participating party, other than Grantor or its Affiliates, under the terms of such Non-Consent Provision as the result of an election by Grantor or its Affiliates not to participate in a particular operation, and at such time as Grantor’s or its Affiliates’ back-in interest is applicable (such that Grantor’s or its Affiliates’ interest is entitled to a share of such Hydrocarbons) such Hydrocarbons no longer shall constitute Non-Consent Hydrocarbons.

“Non-Consent Provision” shall mean a contractual provision contained in an applicable operating agreement, unit operating agreement, contract for development, or other similar instrument that is a Permitted Lien under clause (e) of the definition of Permitted Lien, which provision covers non-consent operations and provides for relinquishment of Hydrocarbon production by non-consenting or non-participating parties during a period of recoupment or reimbursement of costs and expenses of the consenting or participating parties.

“Oil” shall mean crude oil, condensate and other liquid or liquefiable hydrocarbons.

“ORRI Purchase Notice” shall have the meaning given such term in Section 5.5(g).

“ORRI Purchase Option” shall have the meaning given such term in Section 5.5(g).

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“ORRI Purchase Option Closing” shall have the meaning given such term in Section 5.5(g).

“ORRI Purchase Price” shall be an amount in cash equal to (i) $10.00 (appropriately adjusted for subdivisions, splits or combinations as provided in the Trust Agreement) multiplied by (ii) the aggregate number of outstanding Units (as such term is defined in the Trust Agreement), other than (A) the Units held of record by Depositor or any Subsidiary of Depositor and (B) Company Convertible Units (as such term is defined in the Trust Agreement), as of the date of the closing of the ORRI Transfer by the Trust.

“ORRI Transfer” shall mean any transfer of the Overriding Royalty Interests by the Trust other than a transfer pursuant to Section 5.4.

“Outer Continental Shelf Lands Act” shall mean the Outer Continental Shelf Lands Act of 1953, 43 U.S.C. §§ 1331-1356, as amended.

“Overriding Royalty Interest” shall mean an overriding royalty interest as created by each of the Recordable Conveyances delivered to Grantee pursuant to this Master Conveyance.

“Overriding Royalty Payment Percentage” shall have the meaning given such term in Section 2.2(b).

“Overriding Royalty Percentage” shall have the meaning given such term in Section 2.2(a).

“Permitted Liens” shall mean, with respect to the Overriding Royalty Interest and the grant of the Overriding Royalty Interest pursuant hereto (in the case of (a), (d), (e)(1), (f), (g), (h), (i), (j) and (k) and (l)) and, with respect to the real property interest on which the Overriding Royalty Interest is granted only and not with respect to the Overriding Royalty Interest (in the case of (b), (c) and (e)(2)):

(a) statutory Liens for taxes, assessments or other governmental charges or levies that are not yet delinquent or that are being contested in good faith by appropriate action;

(b) statutory Liens for operators’, carriers’, warehousemen’s, repairmen’s, mechanics’, materialmen’s, or other like Liens, in each case only to the extent arising by operation of law in the ordinary course of business, that do not secure obligations that are delinquent and that do not in any case secure indebtedness for borrowed money or similar obligations;

(c) Liens and other encumbrances existing on the later of (i) the Effective Date and (ii) the date Grantor acquires its interest in the applicable Subject Interest so long as such Liens and other encumbrances neither (x) secure indebtedness for borrowed money or similar obligations or any obligations of any kind, in each case, of Grantor or its Affiliates that are delinquent, nor (y) prevent Grantee from receiving the Overriding Royalty Interests in accordance with this Agreement and the applicable Recordable Conveyance, or the proceeds thereof;

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(d) royalties, overriding royalties and other similar burdens or encumbrances to the extent they exist as to any Subject Interest as of the date of the Recordable Conveyance of such Subject Interest to the extent such do not prevent Grantee from receiving the Overriding Royalty Interest in accordance with the applicable Recordable Conveyance, or the proceeds thereof;

(e) Liens under operating agreements, unit agreements, unitization and pooling designations and declarations, farmout and farmin agreements, exploration agreements, area of mutual interest agreements, gathering and transportation agreements, processing agreements, and Hydrocarbon purchase contracts, and other contracts (excluding contracts for borrowed money, hedging contracts and other contracts with financial institutions) that (1) have been entered into in the ordinary course of the oil and gas business prior to the time the applicable Recordable Conveyance is first filed of record in the appropriate records of the BOEM or the applicable parish, provided that (i) any such Liens in favor of Grantor or any Affiliate of Grantor are Permitted Liens only to the extent that the Overriding Royalty Interest is expressly excluded therefrom and not subject thereto and (ii) any such Liens that secure obligations that are delinquent as of the date of the Recordable Conveyance conveying the applicable Overriding Royalty Interest are not Permitted Liens or (2) are entered into in the ordinary course of the oil and gas business after the time the applicable Recordable Conveyance is first filed of record in the appropriate records of the BOEM or the applicable parish, provided that (i) any such Liens are Permitted Liens only to the extent that the Overriding Royalty Interest is excluded therefrom and not subject thereto and (ii) any such Liens that secure obligations that are delinquent at the time of the grant of the Overriding Royalty Interest are not Permitted Liens;

(f) easements, surface leases and surface rights, plat restrictions, zoning Laws, restrictive covenants and conditions, and building and other land use Laws and similar encumbrances, none of which materially interferes with the development and operation of the property subject thereto for the production of Hydrocarbons or for the use for which the same are held;

(g) rights vested in or reserved to any Governmental Authority to regulate the Subject Interests, to terminate any right, power, franchise, license or permit afforded by such Governmental Authority, or to purchase, condemn, expropriate or designate a buyer of any of the Subject Interests;

(h) all rights to consent by, required notices to, filings with or other actions by Governmental Authorities in connection with the sale, disposition, transfer or conveyance of federal, state, or other governmental oil and gas leases or interests therein or related thereto, which cannot be unreasonably withheld or where the same are customarily obtained subsequent to the assignment, disposition or transfer of such oil and gas leases or interests therein, or such operations;

(i) required non-governmental third party consents to assignments which have been obtained or waived by the appropriate parties or which need not be obtained prior to an assignment or with respect to which consent cannot be unreasonably withheld

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and preferential rights to purchase which have been waived by the appropriate parties or for which the time period for asserting such rights has expired without the exercise of such rights;

(j) this Agreement;

(k) any Recordable Conveyance; and

(l) Liens created or caused by Grantee.

The references in this definition to Liens and other encumbrances apply only to the extent the same are valid and subsisting, and affect the Subject Interests, and shall not be deemed to recognize or create any rights in third parties.

“Person” shall mean an individual, partnership (whether general or limited), corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, bank, joint venture, firm or other entity.

“Production” shall mean all Hydrocarbons produced (or allocated or attributed to), saved and sold from the Subject Interests (on a take basis) (for the avoidance of doubt, including, without duplication, Hydrocarbons attributed to the Overriding Royalty Interest or any Lease Burden (to the extent a Lease Burden burdens the Subject Interests)) from and after the Effective Time, but excluding any (i) Hydrocarbons lost, flared or used for operating, development or production purposes in the ordinary course of business within the area covered by such Subject Interests or (ii) Non-Consent Hydrocarbons.

“Production Costs” shall have the meaning given such term in Section 4.2.

“Production Statement” shall have the meaning given such term in Section 4.1(a).

“Prospect Area” shall mean each area under the heading “Prospect Area” on Exhibit A.

“Prospect Area ORRI Average” means, as to each Prospect Area, Overriding Royalty Interests covering the number of net acres equal to (i) the total number of gross acres covered by the Leases within a Prospect Area under which the Subject Interests exist, to the extent covering the Subject Formations, multiplied by (ii) the lessor’s ownership percentage in the mineral estate with respect to the Subject Formations covered by such Subject Interests multiplied by (iii) the Scheduled Working Interest with respect to such Prospect Area.

“Prospect Area ORRI Deficiency” shall be deemed to exist with respect to a Prospect Area when the Overriding Royalty Interests granted with respect to Subject Interests within such Prospect Area cover a number of Net Acres less than the Prospect Area ORRI Average for such Prospect Area. For example, if the Scheduled Working Interest for a Prospect Area is 70% and the gross acres covered by the Leases within a Prospect Area under which the Subject Interests exists, to the extent covering the Subject Formations, are 20,000 and the lessor’s ownership percentage in the mineral estate with respect to the Subject Formations covered by such Subject Interests is 100%, the Prospect Area ORRI Average at that time is 14,000 (20,000 x 100% x 70%). If the Overriding Royalty Interest has been granted under one Subject Interest under a

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Lease of 10,000 acres within such Prospect Area in which Grantor’s and its Affiliates’ Working Interest is 50% and another Subject Interest under a Lease of 10,000 acres (within the same Prospect Area) in which Grantor’s and its Affiliates’ Working Interest is 60% and, in each case, the ownership percentage in the mineral estate with respect to the Subject Formations covered by such Subject Interests is 100%, then the Overriding Royalty Interest will be granted with respect to 11,000 net acres ((10,000 x 100% x 50%) + (10,000 x 100% x 60%)), which is below the Prospect Area ORRI Average and therefore a Prospect Area ORRI Deficiency of 3,000 acres will be deemed to exist. If the Overriding Royalty Interest has been granted under one Subject Interest under a Lease of 20,000 acres within such Prospect Area in which Grantor’s and its Affiliates’ Working Interest is 80% and the lessor’s ownership percentage in the mineral estate with respect to the Subject Formations covered by such Subject Interests is 20%, and another Subject Interest under a Lease covering the same 20,000 acres in which Grantor’s and its Affiliates’ Working Interest is 80% and the lessor’s ownership percentage in the mineral estate with respect to the Subject Formations covered by such Subject Interests is 50%, then the Overriding Royalty Interest will be granted with respect to 11,200 net acres ((20,000 x 20% x 80%) + (20,000 x 50% x 80%)), which is below the Prospect Area ORRI Average and therefore a Prospect Area ORRI Deficiency of 2,800 acres will be deemed to exist.

“Quarterly Date” shall mean each January 1, April 1, July 1 and October 1 of each calendar year.

“Recordable Conveyance” shall mean a Conveyance of Overriding Royalty Interest, in the form of Exhibit C, between Grantor and Grantee, which assignment is delivered by Grantor to Grantee pursuant to Section 2.1 for filing in the files of the BOEM and/or in those parishes adjacent to or where the Subject Interests are located.

“Required Consent” shall have the meaning given such term in Section 9.1(d).

“Royalty” shall have the meaning given such term in Section 2.1(e).

“Royalty Company Indemnitees” shall have the meaning given such term in Section 9.2(a).

“SEC” shall mean the United States Securities and Exchange Commission.

“Scheduled Working Interest” shall mean, with respect to any Prospect Area listed on Exhibit A, the Working Interest set forth on Exhibit A under the heading “Scheduled Working Interest” that corresponds with such Prospect Area.

“SI Costs” shall have the meaning given such term in Section 4.2.

“Specified Post-Production Costs” shall mean any costs incurred for activities downstream of the wellhead for gathering, transporting, compressing, treating, handling, separating, dehydrating or processing the Production prior to sale, provided that (a) such costs are allocated on the same basis as and proportionately with Grantor’s and Grantee’s interests in the Production and the proceeds thereof, and (b) either (i) such costs are charged to Grantor by Non-Affiliates of Grantor or (ii) such costs are charged by Grantor or its Affiliates at current market rates as then available from Non-Affiliates on the same basis as provided in Section 3.2 herein.

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“Specified Taxes” shall mean (a) production, severance, sales, excise and other similar taxes assessed upon, otherwise owing with respect to or measured by the amount or value of Hydrocarbons produced or the proceeds from the sale thereof excluding income taxes, and (b) property or ad valorem taxes to the extent assessed on the interests subject to the Overriding Royalty Interest (whether assessed separately or as part of the value of such interests).

“Subject Formation” shall mean the geologic formation (or formations) covered by or subject to any Lease the base of which is below 18,000 feet true vertical depth subsea (measured from sea level, whether onshore or offshore), but shall not include (i) perforated intervals shallower than 18,000 feet true vertical depth subsea (measured from sea level, whether onshore or offshore), or (ii) as respects OCS 0310, depths shallower than the salt or salt weld as seen in the South Marsh Island Block 217 No. 234 Well (which are deeper than 18,000 feet true vertical depth subsea measured from sea level).

“Subject Interests” shall mean the Existing Subject Interests and all right, title and interest of Grantor and its Affiliates (whether held directly or through an agent or nominee) in, to and under all Add-On Leases insofar, and only insofar, as such right, title and interest of Grantor and its Affiliates in, to and under the Add-On Leases cover Hydrocarbons produced or that may be produced from the Subject Formation(s) from and after the Effective Date and prior to the Termination Date.

“Termination Date” shall mean the earlier of (i) the End Date or (ii) such earlier date on which the Trust is dissolved pursuant to the terms of the Trust Agreement; provided the Termination Date for any Overriding Royalty Interest transferred pursuant to Section 5.1 shall be the earlier of (A) the End Date and (B) the ORRI Purchase Option Closing; and provided further that the Termination Date for any Overriding Royalty Interest transferred pursuant to Section 5.4 shall be the End Date.

“Termination Time” shall mean 7:00 a.m. Central Time on the Termination Date.

“Trust” shall mean the Gulf Coast Ultra Deep Royalty Trust, a Delaware statutory trust.

“Trust Agreement” shall mean that certain Amended and Restated Trust Agreement of the Trust dated as of June 3, 2013, by and among Freeport-McMoRan Copper & Gold Inc., as depositor, Grantor, as grantor, and Trustee, as trustee, as it may be amended from time to time.

“Trustee” shall mean The Bank of New York Mellon Trust Company, N.A., a national banking association, in its capacity as trustee of the Trust, and any successor trustee of the Trust under the Trust Agreement.

“Variable Interest” shall have the meaning given such term in Section 2.2(a).

“Well” shall mean any well completed in any Subject Formation. A Well shall not be considered a Well with respect to any completion not in a Subject Formation.

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“Working Interest” shall mean the interest owned in Oil wells, Gas wells, leaseholds or mineral rights (mineral estates) that determines the percentage share of costs borne by the owner of such interest, including working interests, operating rights interests or other cost-bearing interests, and mineral fee or ownership interests.

1.2 References and Titles. All references in this Master Conveyance to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Master Conveyance unless expressly provided otherwise. Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. All references in this Master Conveyance to schedules or exhibits refer to schedules or exhibits to this Master Conveyance unless expressly provided otherwise, and all such schedules and or exhibits are hereby incorporated herein by reference and made a part hereof for all purposes. The words “this Agreement”, “this Master Conveyance”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Master Conveyance as a whole and not to any particular subdivision unless expressly so limited. The words “include” and “including” shall mean “including without limitation”.

ARTICLE II

LIMITED TERM OVERRIDING ROYALTY CONVEYANCE

2.1 Grant of Overriding Royalty Interest; Termination.

(a) Promptly after the Effective Date, Grantor will cause a Recordable Conveyance to be executed by Grantor or its Affiliate, as applicable, delivered to Grantee and filed of record in the appropriate records of the BOEM and in the parishes adjacent to or where the properties subject to each First RC Lease are located, conveying to Grantee an Overriding Royalty Interest in each First RC Lease equal to the Overriding Royalty Percentage.

(b) On or before the first Quarterly Date occurring after the first recording (with the BOEM or the applicable parish) in the name of Grantor or any Affiliate of Grantor of an interest in any ED Unrecorded Lease, but in any event prior to first production of Hydrocarbons from a Well covered by any such Lease if production occurs prior to such Quarterly Date, Grantor will cause a Recordable Conveyance to be executed by Grantor or its Affiliate, as applicable, delivered to Grantee and filed of record in all appropriate records of the BOEM and in the parishes adjacent to or where the properties subject to such ED Unrecorded Lease or Leases are located conveying to Grantee an Overriding Royalty Interest in the applicable ED Unrecorded Leases equal to the Overriding Royalty Percentage.

(c) If Grantor or its Affiliates (directly or through any agent or nominee) enter into or otherwise acquire an interest in any Add-On Lease, on or before the first Quarterly Date occurring after the first recording (with the BOEM or the applicable parish) in the name of Grantor or any Affiliate of Grantor of an interest in such Add-On Lease, and in any event prior to first production of Hydrocarbons from a Well on lands covered by such Add-On Lease if production occurs prior to such Quarterly Date, Grantor will cause a Recordable Conveyance to be executed by Grantor or its Affiliate, as applicable, delivered to Grantee and filed of record in

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all appropriate records of the BOEM and in the parishes adjacent to or where the properties subject to such Add-On Lease or Leases are located conveying to Grantee an Overriding Royalty Interest in the applicable Add-On Leases equal to the Overriding Royalty Percentage.

(d) From and after the first production of Hydrocarbons from any Well, or upon any conveyance by Grantor or its Affiliates of any Working Interest in any Subject Interest (as permitted by Section 2.1(h)) or upon the application of the last sentence or clause (ii) of the first sentence of Section 2.2(d) or the application of the second sentence of Section 3.5(b) to any NC-Acquired WI, Grantor will from time to time, at the request of Grantee, cause a Recordable Conveyance to be executed by Grantor or its Affiliate, as applicable, delivered to Grantee and filed of record in the appropriate records of the BOEM and the applicable parishes clarifying the Overriding Royalty Percentage or Overriding Royalty Payment Percentage with respect to each Subject Interest to which first production is attributable or which is affected by such conveyance or the application of the second sentence of Section 3.5(b) to any NC-Acquired WI. Grantee shall have the right to request such additional Recordable Conveyances if Grantee deems it reasonably necessary to clarify Grantee’s Overriding Royalty Percentage or Overriding Royalty Payment Percentage in any Well or Subject Interest, whether any change thereto shall have occurred as a result of any conveyance of any Working Interest of Grantor or any Affiliate of Grantor in any Subject Interest or Well (as permitted by Section 2.1(h)) or otherwise or the application of the second sentence of Section 3.5(b) to any NC-Acquired WI.

(e) Subject to Grantee’s right to take its share of Production in-kind pursuant to Section 2.02 of each Recordable Conveyance, each Overriding Royalty Interest shall entitle Grantee to an amount equal to the applicable Overriding Royalty Payment Percentage of the Gross Proceeds attributable to such Subject Interests for periods from and after the Effective Time applicable to such Subject Interests and through and including the Termination Time (the “Royalty”). Grantor shall be responsible for remitting to the appropriate Person all Specified Post-Production Costs and Specified Taxes attributable to Production (excluding Specified Post-Production Costs and Specified Taxes attributable to Production Grantee elects to take in-kind pursuant to Section 2.02 of the Recordable Conveyance). If the Overriding Royalty Interest is applicable with respect to less than all of Grantor’s and its Affiliates’ Working Interest with respect to any Subject Interests as a result of the application of Section 2.2(d), then an appropriate adjustment to the Royalty shall be made such that the Royalty is calculated with respect to that portion of Grantor’s and its Affiliates’ Working Interest to which the Overriding Royalty Interest applies (giving effect to Section 2.2(d)).

(f) Each Overriding Royalty Interest will be carved out of the Working Interest of Grantor and its Affiliates at the time the Overriding Royalty Interest is granted and will be free and clear of any burdens or Liens other than Permitted Liens. The Effective Time as defined in each Recordable Conveyance with respect to each Subject Interest (the “Effective Time”) will be the date of such Recordable Conveyance, provided if Production with respect to such Subject Interests shall have first occurred prior to the date of such Recordable Conveyance the Effective Time shall be the first day on which Production was first obtained from any such Subject Interest. All Recordable Conveyances with respect to the First RC Leases will be delivered by Grantor concurrently herewith, and each additional Recordable Conveyance required hereunder will be delivered as provided herein and (except as provided in Section 2.1(d)) in any event on or prior to the date on which production of Hydrocarbons was

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first obtained from such Subject Interest (or any Well attributable thereto), or if neither Grantor nor any Affiliate of Grantor has record title to (or any Required Consent applicable to) any Lease that will be subject to such Recordable Conveyance as of the first day on which production of Hydrocarbons was first obtained, then such Recordable Conveyance will be delivered as soon as reasonably practicable after Grantor or any Affiliate of Grantor obtains such record title (or Required Consent) and any delay in delivery will not postpone payments otherwise due hereunder and under such Recordable Conveyance and Grantor will make all such payments as if such Recordable Conveyance had been delivered prior to the first day on which production of Hydrocarbons was first obtained.

(g) The Overriding Royalty Interests shall terminate at the Termination Time, without the requirement of payment by Grantor or any other Person. Upon any termination of the Overriding Royalty Interests, upon the request of Grantor, Grantee shall execute and deliver to Grantor an instrument in form and substance reasonably acceptable to Grantor and Grantee and in recordable form in all applicable jurisdictions in which a Recordable Conveyance shall have been filed of record evidencing the termination of the Overriding Royalty Interests.

(h) Notwithstanding the foregoing and Section 5.2, from time to time Grantor and its Affiliates may assign a portion of their Working Interest in a Lease to third parties free and clear of the Overriding Royalty Interest to the extent necessary to satisfy the obligations of Grantor and its Affiliates existing as of the date of this Master Conveyance or which may hereafter arise in connection with the good faith efforts of Grantor and its Affiliates to acquire Leases and/or enter into development and participation agreements with respect to the development of the Subject Formations; provided that, no such assignment shall be permitted, and shall be void ab initio, unless:

(i) the prior written consent of Grantee to such assignment shall have been obtained, which consent may be denied in Grantee’s sole discretion; or

(ii) such assignment does not create, or have the effect of creating a Prospect Area ORRI Deficiency; or

(iii) the Net Acres within a Prospect Area after such assignment (or giving effect to such assignment) is less than 100%, but not less than 75%, of the Prospect Area ORRI Average provided, in such event,

(x) the Overriding Royalty Percentage with respect to all Leases within the Prospect Area in which the assigned Lease is located shall be calculated based on the Scheduled Working Interest applicable to such Prospect Area,

(y) the amount of the Overriding Royalty Payment Percentage with respect to all Leases within the Prospect Area in which the assigned Lease is located shall be increased so that the amount of the Royalty paid with respect to such Leases is the same as it would have been had the Net Acres within the Prospect Area following the assignment been equal to the applicable Prospect Area ORRI Average (for example, if the Prospect

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Area ORRI Average is 7200 acres and the resulting Net Acres within the Prospect Area following the assignment is 5400 acres, then the Overriding Royalty Payment Percentage shall be calculated as 5% x (7200/5400) = 6.6667%) and

(z) if a Recordable Conveyance with respect to any such Lease previously shall have been filed, then simultaneously with such assignment Grantor shall cause a Recordable Conveyance to be executed by Grantor or its Affiliate, as applicable, delivered to Grantee and filed of record in the appropriate records of the BOEM and the applicable parishes modifying the Overriding Royalty Percentage in accordance with clause (x) above, if necessary, and increasing the Overriding Royalty Payment Percentage in accordance with clause (y) above with respect to each Lease affected by such conveyance;

provided if any assignment effected in violation of this Section 2.1(h) is held not to be void ab initio as provided above, then the Subject Interest conveyed in violation of this Section 2.1(h) shall be burdened by its proportionate share of the Overriding Royalty Interest as calculated without regard to any such assignment and subject to the terms of this Agreement. This Section 2.1(h) shall not apply to or otherwise restrict any assignment of any Working Interest in any Lease by Grantor to any Affiliate of Grantor, or by any Affiliate of Grantor to Grantor or any other Affiliate of Grantor, that otherwise complies with Section 5.2.

2.2 Overriding Royalty Percentage.

(a) The “Overriding Royalty Percentage” with respect to each Subject Interest shall equal five percent (5%), proportionately reduced to the extent the Subject Interest is less than one hundred percent (100%) of the Working Interest applicable to the Subject Formation under a Lease to which such Subject Interest relates to equal the product of five percent (5%) multiplied by a fraction, the numerator of which is such Working Interest held by Grantor and its Affiliates pursuant to such Subject Interest and the denominator of which is one hundred percent (100%), subject to adjustment as provided in Section 2.1(h)(iii). In the event that Grantor owns varying Working Interests with respect to any Subject Interest, the Overriding Royalty Percentage for such Subject Interest shall be determined in accordance with the preceding sentence for each portion of such Subject Interest in which Grantor and its Affiliates own a different Working Interest (each, a “Variable Interest”) and for each such Variable Interest shall equal the product of five percent (5%) multiplied by a fraction, the numerator of which is the Working Interest held by Grantor and its Affiliates in such Variable Interest and the denominator of which is one hundred percent (100%), subject to adjustment as provided in Section 2.1(h)(iii).

(b) The “Overriding Royalty Payment Percentage” shall be five percent (5%), subject to adjustment as provided in Section 2.1(h)(iii). As an example, if Grantor owns a 50% Working Interest in a Subject Interest, and total volumes produced from such Subject Interests for the applicable period are equal to 100 barrels, and if the Gross Proceeds with respect to the 50 barrels attributable to Grantor’s Working Interest equal $100, then the Royalty payment would be equal to $5.00 (calculated as 5% (Overriding Royalty Payment Percentage) multiplied by $100).

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(c) The Parties acknowledge that Grantor’s Working Interest in each of the Subject Interests is or may be less than one hundred percent (100)% and the Scheduled Working Interest as to each Prospect Area is estimated to be Grantor’s and its Affiliates’ aggregate Working Interest as to such Prospect Area and all Subject Interests within such Prospect Area after giving effect to any assignment contemplated by Section 2.1(h), excluding Section 2.1(h)(iii). The final Working Interests owned by Grantor and its Affiliates in the Subject Interests that the Overriding Royalty Interest will burden may vary, based on arrangements made with Grantor’s and its Affiliates’ ultra-deep program participants or replacements and other Working Interest owners in each Prospect Area, as provided in and subject to Section 2.1(h).

(d) Notwithstanding the foregoing provisions of this Section 2.2, if the Working Interest of Grantor and its Affiliates in a Subject Interest in which an Overriding Royalty Interest is to be granted to Grantee pursuant to Section 2.1 is greater than the Scheduled Working Interest applicable to the Prospect Area in which such Subject Interest is located, then (i) the Overriding Royalty Percentage with respect to such Subject Interest shall be calculated based on the Scheduled Working Interest or (ii) if at such time a Prospect Area ORRI Deficiency shall exist, the Overriding Royalty Percentage with respect to such Subject Interest shall be calculated based on the Scheduled Working Interest plus that portion of Grantor’s and its Affiliates’ Working Interest in such Subject Interest in excess of the Scheduled Working Interest as necessary to cause such Prospect Area ORRI Deficiency to no longer exist (or if such excess Working Interest is not sufficient to cause the Prospect Area ORRI Deficiency to no longer exist, all of Grantor’s and its Affiliates’ Working Interest in such Subject Interest). In the event the Overriding Royalty Interest is granted based on the Scheduled Working Interest pursuant to clause (i) above and thereafter a Prospect Area ORRI Deficiency exists with respect to the Prospect Area to which such Subject Interest relates, an Overriding Royalty Interest shall be granted by Grantor or its Affiliates, as applicable, with respect to such Working Interests of Grantor and its Affiliates in such a Subject Interest with respect to which the Overriding Royalty Interest was not granted in reliance on clause (i) above as necessary to cause such Prospect Area ORRI Deficiency to no longer exist (or if such excess Working Interest is not sufficient to cause the Prospect Area ORRI Deficiency to no longer exist, all of such excess Working Interest).

2.3 Filing Fees. All documentary, filing and recording fees required to be paid in connection with the filing and recording of the Recordable Conveyances and any related documents shall be paid by Grantor.

2.4 Measurement. Grantor shall install and maintain, or cause to be installed and maintained, at Grantor’s cost, metering facilities at the wellhead or first measuring point past the wellhead for the measurement of all Production. Such measurement facilities shall be equipped with meters of electronic flow measurement devices and samplers as required by applicable Law and as, commonly accepted by the industry and sufficient to accomplish the accurate measurement of Oil and Gas for purposes of calculating the Royalty in accordance with this Master Conveyance, the Recordable Conveyances and applicable Laws. All measurements for purposes of calculating, and calculations of, the Royalty shall be consistent with the methodologies utilized for purposes of calculating the royalties payable to the lessors under the Leases.

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2.5 Counterparts and Recording.

(a) Grantor will execute a sufficient number of original counterparts of each Recordable Conveyance required to be delivered pursuant hereto to allow Grantor to record the required number of counterparts with the BOEM and in each parish in which a Recordable Conveyance is required to be filed. If any counterpart is lost in the process of recording, or insufficient counterparts are executed, Grantor will provide and record a duplicate original counterpart. Following the recording of each Recordable Conveyance with the BOEM and each applicable parish, Grantor shall deliver to Grantee the original recorded Recordable Conveyance or, if originals are not available, a certified copy of each recorded Recordable Conveyance. Following delivery of each Recordable Conveyance, Grantor will consult with Grantee to resolve any questions of Grantee about the information in Exhibit A to such Recordable Conveyance and the calculation of the Overriding Royalty Percentage and the Overriding Royalty Payment Percentage set forth therein.

(b) In the event the BOEM or any parish in which a Recordable Conveyance is required to be filed in accordance with this Agreement requires any additional documentation to effect the grant and conveyance of the Overriding Royalty Interest to be conveyed thereby (including any specified form(s) to obtain the BOEM’s consent to or otherwise effect such grant and conveyance), Grantor shall execute and deliver to Grantee, the BOEM and each applicable parish such additional documentation; provided, as between Grantor and Grantee, such additional documentation shall not convey to Grantee any rights in addition to those rights to which Grantee is entitled pursuant to this Agreement and the Recordable Conveyance.

2.6 Compliance Reports. On or before each Quarterly Date, commencing on the first Quarterly Date occurring after the Effective Date, until the Termination Date, Grantor shall deliver to Grantee a report executed by an officer of Grantor (i) identifying all new wells drilled or participated in by Grantor within a Prospect Area since the prior report, and stating whether upon completion and the commencement of production, such wells will produce Hydrocarbons subject to the Overriding Royalty Interest, and whether such wells are producing and if so the date of first production, (ii) certifying that Grantor has, as of the date of such report, complied with and performed all of Grantor’s obligations pursuant to Section 2.1 of this Agreement, (iii) certifying that Grantor has provided Grantee with copies of all assignments executed by Grantor as permitted by Section 2.1(h) and (iv) identifying all interests that have not yet been conveyed to the Trust via Recordable Conveyance, as provided in Section 9.1(f).

ARTICLE III

CERTAIN MATTERS RELATED TO THE SUBJECT INTERESTS

3.1 Abandonments. Grantor shall have the right, without the joinder of Grantee, to release, surrender and/or abandon the Subject Interests or any well located therein, or any part thereof or interest therein, in the ordinary course of business, even though the effect of such release, surrender or abandonment will be to release, surrender or abandon that portion of

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the Overriding Royalty Interest affected thereby to the same extent as though Grantee had joined with Grantor therein, (provided for clarity, this Section 3.1 shall not permit (i) any assignment of Grantor’s or its Affiliates’ Working Interests in any Subject Interests (which shall be permitted only as provided in Section 2.1(h)), or (ii) any release, surrender or abandonment for the primary purpose of causing or effecting a termination of any Overriding Royalty Interest). Grantee shall execute such documentation as is reasonably necessary to evidence the corresponding release, surrender or abandonment of that portion of the Overriding Royalty Interest affected thereby upon receipt of a written request and certification of an officer of Grantor that the release, surrender and/or abandonment is in the ordinary course of business and such documentation is necessary to evidence the corresponding release, surrender or abandonment from Grantor.

3.2 Contracts with Affiliates. Grantor and/or any of its Affiliates may perform services and furnish supplies and equipment that include Specified Post-Production Costs with respect to the Subject Interests; provided that the terms of the provision of such services or furnishing of supplies or equipment shall be substantially similar to those terms available from Non-Affiliates in the same area as the Subject Interests that are engaged in the business of rendering comparable services or furnishing comparable equipment and supplies, taking into consideration all such terms, including the price, point of sale or service, condition of supplies or equipment, and availability of supplies and equipment and such term as Grantor determines in good faith would be utilized by a reasonably prudent operator in obtaining such equipment or services from a Non-Affiliate.

3.3 Right to Use Wellbores. Without joinder or consent of Grantee or notice thereto, Grantor shall have the right to use the wellbore of any well located on the Subject Interest in connection with any reworking, recompletion or side tracking operation conducted with respect to such well, provided if any production of Hydrocarbons from the Subject Formations results from such reworking, recompletion or side tracking operation then the Overriding Royalty Interest shall apply to all Hydrocarbons produced from the Subject Formations through such wellbore.

3.4 Amendment of Drilling or Spacing Units/Unitization. Without joinder or consent of Grantee or notice thereto, Grantor shall have the right and power to unitize or pool all or any portion of the Subject Interests with other areas and to amend or terminate any unitization and/or pooling agreements. If and whenever, through the exercise of this power or pursuant to any law or regulation, or any order of any Governmental Authority, any portion of the Subject Interests is unitized or pooled, the Overriding Royalty Interest, insofar as it relates to such unitized or pooled area, shall be calculated with respect to the Hydrocarbons in proportion to which the affected Subject Interests share in the Hydrocarbons produced from such unitized or pooled area.

3.5 Operations.

(a) It is the express intent of Grantor and Grantee that the Overriding Royalty Interest shall constitute (and this Master Conveyance shall conclusively be construed for all purposes as creating) a single, separate non-operating right with respect to the Subject Interests for all purposes. Without limitation of the generality of the immediately preceding sentence, Grantor and Grantee acknowledge that Grantee has no right or power to participate in the

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selection of a prospect, drilling location, or drilling contractor, to propose the drilling of a well, to determine the timing or sequence of drilling operations, to commence or shut down production, to take over operations, or to share in any operating decision whatsoever. Grantor and Grantee hereby expressly negate any intent to create (and this Master Conveyance shall never be construed as creating) a mining or other partnership or joint venture or other relationship subjecting Grantor and Grantee to joint liability. Nothing contained in this Master Conveyance shall be deemed to prevent or restrict Grantor or its Affiliates from electing not to participate in any operations that are to be conducted under the terms of any operating agreement, unit operating agreement, contract for development, or similar instrument affecting or pertaining to the Subject Interests (or any portions thereof) and permitting consenting parties to conduct non-consent operations; and the Overriding Royalty Interest shall not apply to any Non-Consent Hydrocarbons, and Grantor shall not have any obligations under Section 4.1(a) with respect to any such Non-Consent Hydrocarbons.

(b) Except as provided in the following sentence, if Grantor elects to acquire additional Working Interest based on one or more non-consent elections by any third Person (other than an Affiliate of Grantor), the additional Working Interest so acquired (“NC-Acquired WI”) will not be burdened by the Overriding Royalty Interest. Notwithstanding the foregoing, if the Working Interest of Grantor and its Affiliates (to which the Overriding Royalty Interest applies) in any such non-consent operation in which Grantor or its Affiliates elects to participate (the “Actual WI”) is less than the Scheduled Working Interest for the Prospect Area in which such operation is being conducted (and an adjustment has not been made under Section 2.1(h)(iii) to adjust the Overriding Royalty Percentage and Overriding Royalty Payment Percentage to equate to the application of the Overriding Royalty Interest to a Working Interest equal to such Scheduled Working Interest or pursuant to the last sentence of Section 2.2(d)) , then (a) the Overriding Royalty Interest shall, mutatis mutandis, apply to and burden that portion of the NC-Acquired WI equal to the difference between the Actual WI and the Scheduled Working Interest for the Prospect Area in which such operation is being conducted for so long as Grantor and its Affiliates are entitled to the production from and/or proceeds of the NC-Acquired WI with respect to such operation, (b) Grantor and its Affiliates shall comply with Section 2.1(d) with respect to such NC-Acquired WI to which the Overriding Royalty Interest applies and (c) Grantor and its Affiliates shall not be deemed to have made any representation or warranty under Section 9.1 with respect to any NC-Acquired WI and shall not have any obligation under this Master Conveyance with respect to any Lien on or burdening any NC-Acquired WI other than any such Liens created by, through or under Grantor or its Affiliates.

(c) Subject to Section 5.3, as to any third Person, the acts of Grantor shall be binding on Grantee, and it shall not be necessary for Grantee to join with Grantor in the execution or ratification of any operating agreement, unit operating agreement, contract for development, or similar instrument affecting or pertaining to any of the Subject Interests.

3.6 Leases. Grantor shall have (without the further joinder, consent of or notice to Grantee) the right to renew, extend, modify, amend or supplement the Leases in the ordinary course of business with respect to any of the lands or depths covered thereby without the consent of Grantee.

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3.7 Mortgages and Security Interests.

(a) Subject to Section 2.1(h) and Section 3.7(b), and the requirement in Section 2.1(f) that all Overriding Royalty Interests be conveyed free and clear of all burdens and Liens other than Permitted Liens, nothing herein shall prevent Grantor or its Affiliates from granting a Lien in any interest of Grantor or any of its Affiliates in any property, including the Subject Interests or any Hydrocarbons. Grantor shall have no right to encumber any Overriding Royalty Interest with any Lien.

(b) If Grantor or any of its Affiliates is ever liable for any indebtedness or hedging obligation, Grantor will ensure that (i) with respect to any Lease that is burdened by any Lien or security interest securing such indebtedness or hedging obligation, at least five percent (5%) of Grantor’s rights and interests in such Lease attributable to the Subject Interests is excluded from such lien and security interest and (ii) the terms and conditions of such indebtedness or hedging obligation will not prevent or otherwise restrict Grantor from satisfying its obligations under this Agreement or any Recordable Conveyance and will require any party secured under such arrangement to agree to release its lien or security interest, if any, to the extent required to permit the grant of Overriding Royalty Interest in accordance with the terms hereof.

ARTICLE IV

PAYMENTS

4.1 Payments.

(a) The Royalty shall be payable on the last day of each month in respect of the proceeds of Production received by or on behalf of Grantor or its Affiliates in the immediately preceding month. Such Royalty payment to Grantee shall be accompanied by a certification setting forth the quantity and kind of Production for such previous month (including Production attributable to the Overriding Royalty Interest and any Lease Burdens), the gross sale price thereof, the calculation of the Gross Proceeds received therefrom identifying all Specified Taxes deducted or withheld and all Specified Post-Production Costs debited from the gross sale proceeds, together with a calculation of the Royalty for such previous month (the “Production Statement”). All payments of the Royalty shall be made to Grantee by electronic transfer to Grantee’s account, details of which account shall be notified to Grantor by Grantee in writing from time to time. Grantor’s obligations under this Section 4.1(a) shall not apply with respect to Non-Consent Hydrocarbons as provided in Section 3.5(a).

(b) If at any time Grantor pays Grantee more than the amount then due with respect to the Royalty, Grantee will not be obligated to return any such overpayment, but the amount or amounts otherwise payable for any subsequent period or periods will be reduced by such overpayment.

(c) Any amount owed by Grantor with respect to the Royalty hereunder and not paid by Grantor to Grantee within ten (10) days of its due date shall bear interest at a rate per annum equal to the lesser of (i) the highest, non-usurious rate of interest permitted to be charged

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under applicable law, and (ii) two percent (2%) per annum plus the Agreed Rate at the time payment was due, and such interest shall accrue on such unpaid amount commencing on the date on which such unpaid amount was due until such unpaid amount has been paid in full. Grantor agrees to pay Grantee such interest if applicable pursuant to this Section 4.1(c).

4.2 Burden-Free Royalty. In no event will Grantee ever be personally liable or obligated to pay, either directly or indirectly, any obligations arising from or related to the development of any of the Subject Interests, including (a) Lease Burdens, (b) taxes, (c) costs, expenses or liabilities for building, constructing, acquiring, exploring, drilling, completing, perforating, equipping, developing, producing, operating, maintaining, reworking, redrilling, recompleting, plugging, abandoning, gathering, transporting, compressing, treating, handling, separating, dehydrating or processing, or any other expenses related or pertaining to operations with respect to the Subject Interests or the handling of Production (“Production Costs”) or (d) any costs or expenses of acquiring or disposing of any Subject Interests (“SI Costs”), provided that nothing herein shall limit Grantor’s ability to deduct Specified Post-Production Costs and Specified Taxes in calculating Gross Proceeds.

4.3 Tax Withholding. Grantor shall have the right to make any deduction or withholding on account of taxes from all payments of the Royalty due under this Agreement that may be required under the provisions of any applicable Laws in effect as of the time of payment. If Grantee is exempt from deduction or withholding on account of any taxes with respect to the payments of the Royalty, Grantee shall (i) notify Grantor that such exemption is held and of any change to or cancellation of such exemption; and (ii) furnish Grantor with proper documentation evidencing such exemption or any other information that may be required to obtain such exemption. Where applicable, Grantor and Grantee shall cooperate in completing any procedural formalities necessary for Grantor to obtain authorization to make a payment of Royalty without a deduction or withholding on account of any taxes. Where applicable, Grantor shall provide Grantee with all receipts in respect of any amount deducted or withheld on account of any taxes.

ARTICLE V

ASSIGNMENT

5.1 Assignment by Grantee.

(a) Except as provided in Section 5.4, prior to the fifth anniversary of the Effective Date, Grantee shall not assign any Overriding Royalty Interests. From and after the fifth anniversary of the Effective Date, subject to Section 5.5, without the prior written consent of Grantor, Grantee may assign or transfer all, but not less than all, of the Overriding Royalty Interests and may assign or transfer its rights and interest in and under this Agreement with respect to the Overriding Royalty Interests to any assignee of the Overriding Royalty Interests; provided that Grantee shall only be entitled to assign the Overriding Royalty Interests and the rights under this Agreement and the Recordable Conveyances to one assignee of Grantee who acquires all of Grantee’s interest in all Overriding Royalty Interests.

(b) No change of ownership or right to receive the Overriding Royalty Interest, however accomplished, shall be binding upon Grantor until notice thereof shall have

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been furnished by the Person claiming the benefit thereof, and then only with respect to payments thereafter made. Notice of sale or assignment of the Overriding Royalty Interest shall consist of a copy of the recorded instrument accomplishing the same; notice of change of ownership or right to receive payment accomplished in any other manner (for example by reason of incapacity, death or dissolution) shall consist of copies of recorded documents and complete proceedings legally binding and conclusive of the rights of all parties. Until such notice shall have been furnished to Grantor as provided above, the payment or tender of all sums payable on the Overriding Royalty Interest may be made in the manner provided in the Recordable Conveyance as if no such change in interest or ownership or right to receive payment had occurred.

5.2 Assignment by Grantor.

(a) Except as permitted by Section 2.1(h), any assignment by Grantor or its Affiliates of any Subject Interests shall be in accordance with Section 4.01 of the Recordable Conveyance.

(b) Grantor may not convey or assign any of its rights or obligations under this Agreement or any part thereof except in connection with and as part of a transfer of the interest by Grantor or its Affiliates in any Subject Interest. No transfer or assignment of its rights under this Agreement will release or relieve Grantor from its obligations hereunder.

(c) Grantor shall not, and shall not permit any Affiliate of Grantor, to indirectly (by merger, consolidation, disposition of equity or otherwise) effect any conveyance of any interest in any Subject Interest in contravention of this Master Conveyance or any Recordable Conveyance.

5.3 Covenant Running with the Land. Subject to Section 2.1(h), this Agreement, each Recordable Conveyance and the obligations of Grantor under this Agreement and each Recordable Conveyance shall be covenants running with the Leases and the lands covered thereby or subject thereto, and in the event of any transfer of any of Grantor’s interests derived from any Lease (including any judicial or non-judicial foreclosure sale by a receiver or trustee in bankruptcy and the granting of any lien by any court), such transfer will be subject to all obligations of Grantor with respect to this Agreement burdening such Grantor’s interests.

5.4 Special Trust Assignment. Notwithstanding Section 5.5, if at any time after the Effective Date, Grantor or Depositor shall have been requested to provide financing to the Trust pursuant to Section 7.5 of the Trust Agreement and shall have failed or refused to do so or if the Trustee is permitted pursuant to Section 6.6(b) or Section 12.1 of the Trust Agreement to draw upon the stand-by reserve account or letter of credit provided by Depositor, then, upon thirty (30) days’ written notice to Grantor and an opportunity to cure, Grantee shall, if uncured, be permitted to, without regard to or compliance with Section 5.5, (a) assign or transfer all, but not less than all, of the Overriding Royalty Interests and assign or transfer its rights and interest in and under this Agreement with respect to the Overriding Royalty Interests to any assignee of the Overriding Royalty Interests and (b) pledge or grant a security interest in or on the Overriding Royalty Interests to any lender providing financing to the Trust pursuant to Section 3.9(b) of the Trust Agreement. Any assignee or lender who acquires any interest in the

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Overriding Royalty Interests pursuant to the exercise of any such rights set forth in clause (a) or (b) shall hold the Overriding Royalty Interests free and clear of the provisions of Section 5.5 and the Termination Date with respect to such Overriding Royalty Interests shall be deemed to be the End Date.

5.5 Preferential Right to Purchase in Favor of Grantor.

(a) Should Grantee receive a bona fide written offer for the acquisition of all of the Overriding Royalty Interests from a third-party not affiliated with Grantor (the “Third Party Offer”), which Grantee desires to accept, Grantor shall have a preferential right to purchase the Overriding Royalty Interests on the same terms as those proposed in the Third Party Offer. In such case, Grantee shall give Grantor written notice of the Third Party Offer (the “Pref Right Notice”), which notice shall include (i) the purchase price, (ii) the effective date of the acquisition, (iii) a description of all other material terms of the Third Party Offer, and (iv) a copy of the Third Party Offer.

(b) For a period of thirty (30) days from receipt of the Pref Right Notice, Grantor shall have the option to elect to acquire the Overriding Royalty Interests on the same terms as those proposed in the Third Party Offer. Grantor shall advise Grantee of its election to exercise this preferential right to purchase by giving Grantee written notice of such election no later than thirty (30) days following receipt of the Pref Right Notice (the “Election Notice”).

(c) If Grantor timely delivers the Election Notice, then Grantor shall be obligated to purchase and Grantee shall be required to convey to Grantor the Overriding Royalty Interests on the price and terms specified in the Third Party Offer. The closing of the acquisition of the Overriding Royalty Interests shall be concluded within a reasonable time, but in no event later than sixty (60) days following Grantee’s receipt of the Election Notice.

(d) Notwithstanding anything in Section 5.1 or Section 5.5 to the contrary, Grantee shall not have the right to accept a Third Party Offer if Grantor has properly elected to exercise a High-Value Call Option or a Low-Value Call Option, as defined and provided for in Section 3.20 of the Trust Agreement, within thirty (30) days from receipt of the Pref Right Notice.

(e) If a Third Party Offer includes consideration other than cash, such non-cash consideration shall be valued at an equivalent cash amount by Grantee in good faith such that the Third Party Offer shall be deemed to be all cash.

(f) If Grantor fails to timely deliver the Election Notice, or Grantor delivers an Election Notice but the closing of the sale of the Overriding Royalty interest to Grantor fails to close within sixty (60) days following Grantee’s receipt of the Election Notice (or such longer period necessitated by the actions of the Grantee or others (excepting Grantor and its Affiliates), including any delay in obtaining any necessary consents or approvals from any third party (other than Grantor or its Affiliates, which consents shall be deemed granted)), then Grantee may transfer the Overriding Royalty Interests pursuant to such Third Party Offer. If the closing of the sale of the Overriding Royalty Interests pursuant to the Third Party Offer does not occur within ninety (90) days after the date Grantee delivers the Pref Right Notice (or such longer period

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necessitated by any delay in obtaining any necessary consents or approvals from any third party (other than Grantor or its Affiliates, which consents shall be deemed granted)), or if the terms of the Third Party Offer are materially altered, then the proposed acquisition of the Overriding Royalty Interests shall be deemed withdrawn and the conveyance of such Overriding Royalty Interests shall again be governed by this Section 5.5.

(g) If the closing of an ORRI Transfer occurs, then (i) upon the closing of the ORRI Transfer this Agreement shall be amended to state the final ORRI Purchase Price as determined in accordance with this Agreement, and the Memorandum shall be amended to identify such ORRI Purchase Price and (ii) at any time after such closing until the End Date, Grantor shall have the right and option (the “ORRI Purchase Option”) to purchase all, but not less than all, of such Overriding Royalty Interests at a price equal to the ORRI Purchase Price. Grantor may exercise the ORRI Purchase Option by providing written notice (the “ORRI Purchase Notice”) to Grantee and tendering to Grantee the full ORRI Purchase Price (the time of such tender, the “ORRI Purchase Option Closing”) by wire transfer of immediately available funds to the account designated in writing by such Person after receipt of the ORRI Purchase Notice. No ORRI Transfer shall be valid unless it is made pursuant to an agreement binding on the transferee pursuant to which the transferee acknowledges Grantor’s right to purchase all of the Overriding Royalty Interests from such transferee pursuant to the exercise of the ORRI Purchase Option and payment of the ORRI Purchase Price in accordance with the terms of this Section 5.5(g) and agrees to convey the Overriding Royalty Interest to Grantor upon Grantor’s exercise of the ORRI Purchase Option.

ARTICLE VI

ACCESS TO BOOKS AND RECORDS; CONFIDENTIALITY

6.1 Books and Records. Grantor shall keep full, true, and correct records of (i) all transactions required or permitted by this Agreement and (ii) the production and financial information necessary to reflect such transactions, including the production and financial information needed to calculate the Production, including the sales thereof, and Gross Proceeds for each calendar month. At any time prior to the third anniversary of the Termination Date, upon at least five (5) business days’ prior written notice, Grantee may inspect such records and, subject to the provisions of Section 6.2, take copies at its own cost; provided that no more than one (1) such inspection may be undertaken in any calendar year. Grantor shall maintain all such books and records for a minimum of five (5) years following the Termination Date. At Grantee’s request, subject to the provisions of Section 6.2, Grantor shall give Grantee and its designated representatives (on behalf of the Trust) reasonable access in Grantor’s office during normal business hours to (A) all geological, Well and production data in Grantor’s possession or Grantor’s Affiliates’ possession, relating to operations on the Subject Interests and (B) all reserve reports and reserve studies in the possession of Grantor or of Grantor’s Affiliates, relating to the Subject Interests, whether prepared by Grantor, by Grantor’s Affiliates, or by consulting engineers.

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6.2 Confidentiality.

(a) Any confidential information provided by Grantor to Grantee pursuant to this Master Conveyance shall not be disclosed by Grantee to any third party, except with Grantor’s prior written consent. Notwithstanding the foregoing, Grantee may disclose such information to its representatives or the Trustee’s officers, directors, legal counsel, accountants and advisors (collectively, “Representatives”) who, in each case, in Grantee’s reasonable judgment, need to know such information for the purpose of (i) confirming compliance with the terms of this Master Conveyance or (ii) advising the Trustee with respect to any action required by or requested of the Trustee pursuant to this Agreement, any Recordable Conveyance or the Trust Agreement provided that Grantee shall (a) inform each person to whom such information is provided of the confidential nature of such information, (b) take reasonable precautions necessary to prevent the disclosure of such information by such persons to any third party, and (c) be responsible for any breach of this Section 6.2 by any Representatives; provided, however, except as set forth in a Recordable Conveyance, Grantee shall not disclose any information regarding the geographic areas and boundaries covered, and blocks in which each Prospect Area is located to any third party without the prior written consent of Grantor other than to the Trustee’s Representatives as provided above or as required by law, judicial or governmental order, regulatory process, any self-regulatory organization, interrogatory, request for information or documents, subpoena, civil investigative demand or similar process.

(b) If Grantee is requested or required (by law, judicial or governmental order or regulatory process or by any self-regulatory organization, interrogatory, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any confidential information provided by Grantor to Grantee, it is agreed that Grantee will, to the extent legally permitted, provide Grantor with prompt notice of such request or requirement prior to making such disclosure so that Grantor may seek an appropriate protective order and/or waive Grantee’s compliance with this Section 6.2. Grantee may disclose only that portion of the confidential information that Grantee is advised by its counsel is legally required to be disclosed; provided, that, to the extent legally permitted, Grantee provides Grantor prior written notice of the information to be disclosed as far in advance of its disclosure as is practicable and, upon Grantor’s request, uses reasonable efforts to obtain assurances that confidential treatment will be afforded to such information.

(c) Notwithstanding the foregoing provisions of this Section 6.2 or any other provision hereof, nothing herein shall prevent or restrict Grantee from making any public disclosure of any information Grantee deems to be required or advisable in order to ensure compliance by the Trust with applicable securities laws, or other legal or regulatory requirements or securities exchange listing or quotation system or similar requirements; provided, however, that this sentence shall apply and remain in effect only until the conclusion of the winding up and termination of the Trust (which may be after the Termination Date).

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ARTICLE VII

DISCLAIMERS

7.1 DISCLAIMERS. GRANTOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATIVE TO ANY AND ALL FUTURE PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE SUBJECT INTERESTS OR THE ABILITY OR POTENTIAL OF THE SUBJECT INTERESTS TO PRODUCE HYDROCARBONS. GRANTOR HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE PRODUCTION WHICH HAS BEEN OR MAY BE PRODUCED FROM THE LEASES, SUBJECT INTERESTS, HYDROCARBONS AND THE OVERRIDING ROYALTY INTEREST.

ARTICLE VIII

TERMINATION

8.1 Termination of Overriding Royalty Interest. On the Termination Date, unless terminated earlier pursuant to the terms and conditions of the Trust Agreement, the Overriding Royalty Interest shall terminate, as provided in Section 2.1(g).

8.2 Termination of Leases. In the event any individual Lease or Subject Interest (or portion thereof, as applicable) should be released, surrendered or abandoned by Grantor pursuant to Section 3.1, the Overriding Royalty Interest no longer shall apply to that particular Lease or Subject Interest (or such portion thereof, as applicable). Upon termination of the Overriding Royalty Interest, as above provided, upon request by Grantor, Grantee shall, at Grantor’s expense, execute and deliver such instrument or instruments as may be necessary to evidence the termination of the Overriding Royalty Interest in accordance with Section 3.1.

ARTICLE IX

REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION, REMEDIES

9.1 Representations, Warranties and Covenants of Grantor. Grantor hereby represents, warrants and covenants to Grantee as follows:

(a) Organization, Good Standing, Etc. Grantor is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware.

(b) Authority. Grantor has taken all necessary action to authorize its execution, delivery and performance of this Agreement and the Recordable Conveyances and has adequate power, authority and legal right to enter into, execute, deliver and perform this Agreement and the Recordable Conveyances.

(c) Legal Requirements. Grantor has all requisite power, approvals, authorizations, consents, licenses, orders, franchises, rights, registrations and permits of all

24

Governmental Authorities required in order for Grantor to carry out its duties under the Leases, this Agreement and each Recordable Conveyance; each of the foregoing (if any) is in full force and effect and has been duly and validly issued, and Grantor is in compliance with all terms and conditions of each of the foregoing.

(d) No Consent. No permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required in connection with the execution, delivery or performance by Grantor of this Agreement or any Recordable Conveyance or to consummate any transactions contemplated hereby and thereby, other than as may be necessary to effect any Recordable Conveyance as to any Lease or Subject Interests, (i) consents customarily obtained after assignment, (ii) consents that cannot be unreasonably withheld, insofar in each case as commercially reasonable efforts to obtain such consents are in fact made, and (iii) consents required to effect the conveyance of the Overriding Royalty Interests to be conveyed pursuant to such Recordable Conveyance (such consents as described in this clause (iii), the “Required Consents”).

(e) First RC Leases. To Grantor’s knowledge, the First RC Leases constitute all of the Leases held by Grantor and its Affiliates that have been recorded with the BOEM or the applicable parish as of the Effective Date in the name of Grantor or its Affiliates.

(f) Required Consents. Grantor shall use its best efforts to obtain all Required Consents as to each Lease and Subject Interest with respect to which an Overriding Royalty Interest is to be conveyed by a Recordable Conveyance prior to the date such Recordable Conveyance is required to be filed in accordance with Section 2.1(a), (b) or (c) of this Agreement (and shall continue such efforts thereafter if such consent shall not have been obtained until such consent shall have been obtained). To the extent any Required Consent shall not have been obtained with respect to any Lease or Subject Interests as of the time the Recordable Conveyance for such Lease or Subject Interests is required to be filed in accordance with Section 2.1(a), (b) or (c) of this Agreement, then the Overriding Royalty Interests with respect to such Lease or Subject Interests shall not be conveyed until such time as such Required Consent shall have been obtained and, until such time as such Required Consent shall have been obtained and the Recordable Conveyance with respect to such Lease or Subject Interests has been filed in accordance herewith, such Overriding Royalty Interests with respect to such Lease or Subject Interests shall be held by Grantor in trust for the benefit of Grantee under this Agreement and shall be subject to Section 9.2(b)(ii); provided that, as to any amounts so held in trust by Grantor, Grantor shall pay all such amounts held by Grantor to Grantee upon demand of Grantee and any such payment shall be deemed satisfaction of Grantor’s indemnity obligations to Grantee for amounts so held in trust, up to the amounts paid.

(g) Indirect Ownership. Grantor is not a partner, member, shareholder or other equity owner of any Person that owns an interest in any Lease other than an Affiliate of Grantor. Grantor shall not, after the date hereof, acquire an equity interest in any partnership, limited liability company, corporation or other Person, other than an Affiliate of Grantor, for the purpose of acquiring an indirect interest in any Lease. Any interest in Leases shall be acquired by Grantor directly or through an Affiliate of Grantor.

25

9.2 Indemnity.

(a) As used herein, “Royalty Company Indemnitees” shall mean Grantee, the Trustee, their successors and assigns, their respective Affiliates, and all of their respective partners, members, shareholders, officers, directors, agents, representatives, beneficiaries, trustees, and employees and their respective successors, assigns and Affiliates.

(b) Grantor, with respect to any Subject Interests or Well in which Grantor has granted an Overriding Royalty Interest, will defend, indemnify and hold each Royalty Company Indemnitee harmless from and against all claims, demands, damages, liabilities, liens, fines, penalties, charges, administrative and judicial proceedings, orders, judgments, remedial action requirements, investigations, and enforcement actions of any kind, together with all interest thereon and all costs and expenses related thereto (including fees and disbursements of counsel and other advisors) and all other obligations whatsoever (collectively, “Claims”) arising, in whole or in part, directly or indirectly, from or in connection with any claim or demand asserted by any Person (other than by any Royalty Company Indemnitee against any Royalty Company Indemnitee), including any claim or demand related to any of the following:

(i) Lease Burdens, Specified Taxes not remitted by Grantor to the appropriate Person, Production Costs and SI Costs, provided that nothing herein shall limit Grantor’s ability to deduct Specified Post-Production Costs and Specified Taxes in calculating Gross Proceeds, and

(ii) all amounts by which the payments payable to Grantee with respect to any Overriding Royalty Interest pursuant to the terms of this Master Conveyance or any Recordable Conveyance are (i) reduced or otherwise used to satisfy any Lien (including any Permitted Lien other than an Excepted Permitted Lien) or encumbrance on the Working Interest of Grantor or any of its Affiliates in any Lease other than an Excepted Permitted Lien, including amounts used to satisfy any obligations or liabilities described in Section 3.7, (ii) reduced or adversely affected by the reduction in any Grantor’s or its Affiliates’ Working Interest to an amount less than the Scheduled Working Interest as a result of any violation of this Agreement by Grantor, including the proviso in Section 2.1(h), or (iii) reduced or adversely affected by any failure of Grantor to have obtained any Required Consent with respect to any Lease or Subject Interests.

(c) THE FOREGOING INDEMNITY WILL APPLY WHETHER OR NOT ARISING OUT OF THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY OF ANY ROYALTY COMPANY INDEMNITEE, GRANTOR, OR ANY OTHER PERSON, AND WILL APPLY, WITHOUT LIMITATION, TO ANY CLAIM AGAINST OR LIABILITY IMPOSED UPON ANY ROYALTY COMPANY INDEMNITEE, GRANTOR, OR ANY OTHER PERSON AS A RESULT OF ANY THEORY OF STRICT LIABILITY OR ANY OTHER DOCTRINE OF LAW, provided that the foregoing indemnity will not apply to any Claims incurred by any Royalty Company Indemnitee to the extent proximately caused by the gross negligence or willful misconduct of such Royalty Company Indemnitee. The rights of the Royalty Company Indemnitees under this Section 9.2 will survive any termination of this Agreement and will be in

26

addition to, and not in replacement or limitation of, all other indemnities, reimbursement rights, and other similar rights and assurances at any time made by Grantor for the benefit of any Royalty Company Indemnitee.

(d) If any action or proceeding shall be brought or asserted against any Royalty Company Indemnitee in respect of which indemnity may be sought from Grantor pursuant to this Section 9.2, of which such Royalty Company Indemnitee shall have received notice, the Royalty Company Indemnitee shall promptly notify Grantor in writing, and Grantor shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Royalty Company Indemnitee and the payment of all costs and expenses; provided, however, that the failure so to notify Grantor of the commencement of any such action or proceeding shall not relieve Grantor from any liability that it may have to any Royalty Company Indemnitee except to the extent that Grantor is prejudiced or damaged by the failure to receive prompt notice. The Royalty Company Indemnitee shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Royalty Company Indemnitee unless (a) Grantor has agreed to pay such fees and expenses, (b) Grantor shall have failed to assume the defense of such action or proceeding and employ counsel reasonably satisfactory (including the qualifications of such counsel) to the Royalty Company Indemnitee on any such action or proceeding or (c) the named parties to any such action or proceeding include both the Royalty Company Indemnitee and Grantor and the Royalty Company Indemnitee shall have been advised by counsel that there may be one or more legal defenses available to such Royalty Company Indemnitee that are different from or in addition to those available to Grantor or any other Royalty Company Indemnitee (in which case, if the Royalty Company Indemnitee notifies Grantor in writing that it elects to employ separate counsel at the expense of Grantor, Grantor shall not have the right to assume the defense of such action or proceeding on behalf of the Royalty Company Indemnitee and the Royalty Company Indemnitee may employ such counsel for the defense of such action or proceeding as is reasonably satisfactory to Grantor; it being understood, however, that except in the case of the addition of counsel caused by the existence or development of a conflict rendering unified representation impermissible or unadvisable, Grantor shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys for the Royalty Company Indemnitees at any time). Grantor shall not be liable for any settlement of any such action or proceeding effected without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of Grantor, but, if settled with such written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, Grantor agrees (to the extent stated above) to indemnify and hold harmless each Royalty Company Indemnitee from and against any expenses by reason of such settlement or judgment.

ARTICLE X

MISCELLANEOUS

10.1 Governing Law. This Master Conveyance shall be construed and enforced in accordance with and governed by the laws of the State of Louisiana and the laws of the United States of America, except that, to the extent that the law under the Outer Continental Shelf Lands

27

Act requires that the law of a state adjacent to which the Subject Interests are located (or which is otherwise applicable to a portion of the Subject Interests) necessarily governs with respect to procedural and substantive matters relating to the Overriding Royalty Interest, the law of such state shall apply as to that portion of the Subject Interests located adjacent to or in (or otherwise subject to the laws of) such state.

10.2 No Personal Liability by Grantee. The parties acknowledge that the Overriding Royalty Interest is a non-operating interest and that Grantee owns such interest, free from the payment by Grantee of the costs, risk and expense of production (provided the Royalty shall be subject to Specified Post-Production Costs and Specified Taxes as provided in Section 2.1(e)). Notwithstanding anything to the contrary contained in this Master Conveyance, Grantee shall never personally be responsible for paying any part of the costs, expenses or liabilities incurred in connection with the operating, owning and/or maintaining of the Subject Interests, including any Specified Taxes or Specified Post-Production Costs (which shall be deducted from Gross Proceeds and paid by Grantor as provided in Section 2.1(e)).

10.3 Nature of Overriding Royalty Interest; Intentions of the Parties. Each Overriding Royalty Interest shall constitute, and each Recordable Conveyance shall be an absolute conveyance of, a real (immovable) property interests and right. Nothing herein contained shall be construed to constitute either party hereto (under state law, for tax purposes or otherwise) the agent of, or in partnership with, the other party. If, however, the parties hereto are deemed to have entered into a relationship that constitutes a partnership for federal income tax purposes, the parties hereby elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended (the “Code”), and agree not to take any position inconsistent with such election. IN ADDITION, THE PARTIES HERETO INTEND THAT THE OVERRIDING ROYALTY INTEREST SHALL AT ALL TIMES BE TREATED (a) FOR FEDERAL INCOME TAX PURPOSES AS AN OVERRIDING ROYALTY INTEREST OR, IF REQUIRED BY APPLICABLE LAW, AS A “PRODUCTION PAYMENT” UNDER SECTION 636(a) OF THE CODE AND (b) AS AN INTEREST IN REAL OR IMMOVABLE PROPERTY AND REAL RIGHT, AND, IN ACCORDANCE THEREWITH AND THE TERMS OF THIS MASTER CONVEYANCE, GRANTEE SHALL LOOK EXCLUSIVELY TO THE HYDROCARBONS PRODUCED FROM THE SUBJECT INTERESTS FOR THE SATISFACTION AND REALIZATION OF THE OVERRIDING ROYALTY INTEREST. THE PARTIES HERETO AGREE TO FILE ALL APPLICABLE TAX RETURNS IN ACCORDANCE WITH THE INTENDED TAX TREATMENT STATED ABOVE. ALL PROVISIONS OF THIS MASTER CONVEYANCE AND THE RECORDABLE CONVEYANCE SHALL BE CONSTRUED AND TREATED ACCORDINGLY.

10.4 Notices. All notices, consents and other communications under this Master Conveyance shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) when sent by telecopier (with receipt confirmed), (c) when received by the addressee, if sent by a nationally recognized express delivery service or (d) upon receipt after being mailed by certified or registered mail; in each case to the appropriate addresses and telefax numbers set forth below (or to such other addresses and telefax numbers as a party may designate as to itself by notice to other party):

if to Grantor:

McMoRan Oil & Gas LLC

1615 Poydras Street

New Orleans, LA 70112

Attention: General Counsel

Facsimile: (504) 582-4155

28

with a copy to:

Jones Walker LLP

201 St. Charles Avenue

New Orleans, LA 70170

Attention: David M. Hunter

Facsimile: (504) 582-8583

if to Grantee:

Gulf Coast Ultra Deep Royalty Trust

c/o The Bank of New York Mellon Trust Company, N.A.

Institutional Trust Services

919 Congress Avenue, Suite 500

Austin, Texas 78701

Attention: Mike J. Ulrich

Facsimile: (512) 479-2253

with a copy to:

Bracewell & Giuliani

111 Congress Avenue, Suite 2300

Austin, Texas 78701

Attention: Thomas W. Adkins

Facsimile: (512) 479-3940

A copy of this Master Conveyance has been retained by Grantor and Grantee, and upon the receipt of a request from any party for a copy of this Master Conveyance, Grantor and Grantee are each hereby authorized to deliver a copy of this Master Conveyance directly to such requesting party; provided, however, that Grantee shall provide a copy of any such request, together with a copy of the letter transmitting this Master Conveyance to any such requesting party, to Grantor within five (5) business days after sending such copy to the requesting party and Grantor agrees to provide a copy of such request, together with a copy of the letter transmitting this Master Conveyance to any such requesting party, to Grantee within five (5) business days after sending such copy to the requesting party.

10.5 Amendments. Except as expressly set forth in this Master Conveyance, this Master Conveyance and the Recordable Conveyance may be amended, modified or waived only by the written agreement executed by each of Grantor and Grantee. No waiver of any of the provisions of this Master Conveyance shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

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10.6 Counterparts. This Master Conveyance may be executed by Grantor and Grantee in any number of counterparts, each of which shall be deemed to be an original instrument, but all of which together shall constitute one and the same instrument.

10.7 Binding Effect. All the covenants and agreements of Grantor herein contained shall be deemed to be covenants running with Grantor’s interest in the Subject Interests and the lands affected thereby. All of the provisions hereof shall inure to the benefit of Grantee and its successors and assigns and shall be binding upon Grantor and its successors and assigns.

10.8 Partition. Grantor and Grantee acknowledge that Grantee has no right or interest that would permit it to partition any portion of the Subject Interests, and Grantee waives any such right.

10.9 Partial Invalidity. In the event any provision contained in this Master Conveyance shall for any reason be held to be invalid, illegal or unenforceable by a Governmental Authority, then (to the extent permitted under applicable law) such invalidity, illegality or unenforceability shall not affect any of the remaining provisions of this Master Conveyance which shall remain in full force and effect.

10.10 Effective Date. This Master Conveyance is effective for all purposes (the “Effective Date”) as of June 3, 2013.

10.11 Recording.

(a) It is not the intent of Grantor and Grantee to file this Master Conveyance in the records of the BOEM or in the parishes adjacent to or where the Subject Interests are located but to record the Recordable Conveyances for filing in such records. In addition to such Recordable Conveyances (without creating any additional covenants, warranties or representations of or by Grantor), Grantor covenants and agrees to execute and deliver to Grantee all such other and additional assignments, instruments and other documents and to do all such other acts and things as may be necessary more fully to vest in Grantee record title to the Overriding Royalty Interest. Such separate or additional assignments and the Recordable Conveyances: (a) shall evidence the assignment of the Overriding Royalty Interest herein made or intended to be made; (b) shall not modify any of the terms and covenants herein set forth and shall not create any additional representations or covenants of or by Grantor to Grantee; (c) shall be deemed to contain all of the terms and provisions hereof, as fully and to all intents and purposes as though the same were set forth at length in the separate assignments; and (d) to the extent required by Law, shall be on forms prescribed, or may otherwise be on forms suggested, by the appropriate Governmental Authorities. In the event any term or provision of any separate or additional assignment or the Recordable Conveyances should be inconsistent with or conflict with the terms or provisions of this Master Conveyance, the terms and provisions of this Master Conveyance shall control and shall govern the rights, obligations and interests of the parties hereto, their successors and assigns.

30

(b) Upon execution of this Master Conveyance, Grantor and Grantee shall execute a memorandum in the form of Exhibit D attached hereto (the “Memorandum”) and file such memorandum in the real property records of the parishes adjacent to or where the Existing Subject Interests are located, and upon the acquisition of any Add-On Lease after the Effective Date Grantor shall provide written notice to Grantee of such acquisition and the parish adjacent to or where the Add-On Lease is located and Grantor and Grantee shall cause a Memorandum to be filed in the real property records of such parish if the Memorandum is not then filed in such real property records of such parish or an amendment to the Memorandum to be filed in the real property records of such parish if the Memorandum has previously been filed in such real property records of such parish.

10.12 No Third Party Beneficiaries. Nothing in this Master Conveyance shall entitle any Person other than Grantor, Grantee and, solely with respect to Section 9.2, any Royalty Company Indemnitee to any claims, cause of action, remedy or right of any kind. Any action that Grantee is authorized to undertake pursuant to this Master Conveyance or any Recordable Conveyance may be undertaken by the Trustee on Grantee’s behalf or by any other agent or representative of Grantee or Trustee.

10.13 Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by the Trustee on behalf of Grantee and not individually or personally, but solely as Trustee of the Trust and (b) under no circumstances shall the Trustee be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by Grantee under this Agreement.

31

IN WITNESS WHEREOF, Grantor and Grantee have executed this Master Conveyance on this 3rd day of June, 2013.

GRANTOR:
MCMORAN OIL & GAS LLC
By:	/s/ Nancy D. Parmelee
	Name:	Nancy D. Parmelee
	Office:	Chief Financial Officer & Secretary
GRANTEE:
GULF COAST ULTRA DEEP ROYALTY TRUST
By:		The Bank of New York Mellon Trust Company, N.A., as Trustee
By:	/s/ R. Tarnas
	Name:	R. Tarnas
	Title:	Vice President

SIGNATURE PAGE TO

MASTER CONVEYANCE OF OVERRIDING ROYALTY INTEREST

EXHIBIT A

Prospect Areas/Scheduled Working Interest

Prospect Area	Scheduled Working Interest
Offshore:
Davy Jones		63.4	%
Blackbeard East		72.0	%
Lafitte		72.0	%
Blackbeard West		69.4	%
England		36.0	%
Barbosa		72.0	%
Morgan		72.0	%
Barataria		72.0	%
Blackbeard West #3		69.4	%
Drake		72.0	%
Davy Jones West		36.0	%
Hurricane		72.0	%
Hook		72.0	%
Captain Blood		72.0	%
Bonnet		72.0	%
Queen Anne’s Revenge		72.0	%
Calico Jack		36.0	%
Onshore:
Highlander		72.0	%
Lineham Creek		36.0	%
Tortuga		72.0	%

A-1

EXHIBIT B

First RC Leases

Area/Block/Lease	Original Lessee	Date of Lease
EI 0222 OCS-G 22672	EEX CORPORATION	05/01/2001
EI 0223 OCS-G 21640	EEX CORPORATION	05/01/2000
EI 0244 OCS-G 33630	MCMORAN OIL & GAS LLC	06/01/2010
EI 0268, OCS-G 34306	MCMORAN OIL & GAS LLC	10/01/2012
EI 0288, OCS-G 34307	MCMORAN OIL & GAS LLC	10/01/2012
EI 0289 OCS-G 33634	MCMORAN OIL & GAS LLC	06/01/2010
SM 0025 OCS-G 33611	MCMORAN OIL & GAS LLC	07/01/2010
SM 0026 OCS-G 33612	MCMORAN OIL & GAS LLC	07/01/2010
SM 0030 OCS-G 33613	MCMORAN OIL & GAS LLC	07/01/2010
SM 0080, OCS-G 34267	MCMORAN OIL & GAS LLC	10/01/2012
SM 0081 OCS-G 33614	MCMORAN OIL & GAS LLC	07/01/2010
SM 0082 OCS-G 33615	MCMORAN OIL & GAS LLC	07/01/2010
SM 0091, OCS-G 34268	MCMORAN OIL & GAS LLC	10/01/2012
SM 0092, OCS-G 34269	MCMORAN OIL & GAS LLC	10/01/2012
SM 0112, OCS-G 34271	MCMORAN OIL & GAS LLC	10/01/2012
SM 0125 OCS-G 32161	MCMORAN OIL & GAS LLC	07/01/2008
SM 0212, 0217, ETC. OCS 0310	THE TEXAS COMPANY, ET AL	02/07/1936
SM 0230 OCS-G 26013	STONE ENERGY CORPORATION	07/01/2004
SM 0231 OCS-G 26014	STONE ENERGY CORPORATION	07/01/2004
SM 0233 OCS-G 34280	CHEVRON U.S.A. INC.	11/01/2012
SM 0234 OCS-G 27896	EXXONMOBIL CORPORATION	06/01/2006
SM 0234/0235 OCS-G 02300	SONAT EXPLORATION CO.	02/01/1973
SM 0235 OCS-G 27897	EXXONMOBIL CORPORATION	06/01/2006
SS 0136 OCS-G 33642	MCMORAN OIL & GAS LLC	06/01/2010
SS 0137 OCS-G 33643	MCMORAN OIL & GAS LLC	06/01/2010
SS 0184 OCS-G 32195	MCMORAN OIL & GAS LLC	07/01/2008
SS 0185 OCS-G 33096	MCMORAN OIL & GAS LLC	07/01/2009
SS 0186 OCS-G 32197	NEWFIELD EXPLORATION COMPANY	08/01/2008
SS 0188 OCS-G 22712	AVIARA ENERGY CORPORATION	05/01/2001
SS 0192 OCS-G 32198	MCMORAN OIL & GAS LLC	07/01/2008
SS 0212 OCS-G 32200	MCMORAN OIL & GAS LLC	06/01/2008
ST 0078 OCS-G 33653	MCMORAN OIL & GAS LLC	06/01/2010
ST 0079 OCS-G 33654	MCMORAN OIL & GAS LLC	06/01/2010
ST 0141 OCS-G 21665	EEX CORPORATION	05/01/2000
ST 0142 OCS-G 21666	EEX CORPORATION	05/01/2000

B-1

ST 0144 OCS-G 21667	EEX CORPORATION	07/01/2000
ST 0145 OCS-G 26098	STONE ENERGY CORPORATION	07/01/2004
ST 0164 OCS-G 01250	STONE ENERGY OFFSHORE, L.L.C.	06/01/1962
ST 0165 OCS-G 01251	STONE ENERGY OFFSHORE, L.L.C.	06/01/1962
ST 0167 OCS-G 21668	EEX CORPORATION	05/01/2000
ST 0168 OCS-G 21669	EEX CORPORATION	05/01/2000
ST 0173 OCS-G 4001	EXXON MOBIL CORPORATION	03/01/1979
ST 0178 OCS-G 34336	CHEVRON U.S.A. INC.	10/01/2012
ST 0188 OCS-G 33662	MCMORAN OIL & GAS LLC	07/01/2010
VR 0021 OCS-G 34244	CHEVRON U.S.A. INC.	11/01/2012
VR 0023 OCS-G 34245	VR 0023 OCS-G 34245	11/01/2012
VR 0025 OCS-G 34246	CHEVRON U.S.A. INC.	11/01/2012
VR 0037 OCS-G 33586	MCMORAN OIL & GAS LLC	05/01/2010
VR 0040 OCS-G 34247	CHEVRON U.S.A. INC.	11/01/2012
VR 0052 OCS-G 34248	CHEVRON U.S.A. INC.	12/01/2012
VR 0070 OCS-G 34250	CHEVRON U.S.A. INC.	12/01/2012

2

EXHIBIT C

Form of Recordable Conveyance

C-1

CONVEYANCE OF OVERRIDING ROYALTY INTEREST

From

McMoRan OIL & GAS LLC

“Grantor”

To

GULF COAST ULTRA DEEP ROYALTY TRUST

“Grantee”

Dated

            , 20    

CONVEYANCE OF

OVERRIDING ROYALTY INTEREST

THIS CONVEYANCE OF OVERRIDING ROYALTY INTEREST (this “Conveyance”), made effective as of the Effective Time, is from McMoRan OIL & GAS LLC, a Delaware limited liability company, whose mailing address is 1615 Poydras Street, New Orleans, Louisiana 70112, and whose last four digits of its Federal Tax I.D. Number are 2657 (“Grantor”), to GULF COAST ULTRA DEEP ROYALTY TRUST, a statutory trust created under the laws of the State of Delaware, whose mailing address is c/o The Bank of New York Mellon Trust Company, N.A., as Trustee, 919 Congress Avenue, Austin, Texas 78701 and whose last four digits of its Federa1 Tax I.D. Number are 8579 (“Grantee”).

WHEREAS, capitalized terms as used herein shall have the meanings given to them in Article V hereof unless otherwise defined herein.

WHEREAS, Grantor is the present holder, of record, of a working interest under each of the Leases listed on Exhibit A; and

WHEREAS, in accordance with the Master Conveyance, Grantor desires to convey to Grantee an overriding royalty interest in production of Hydrocarbons from the Leases as set forth herein; and

NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS:

ARTICLE I

CONVEYANCE

Section 1.01. Conveyance. For and in consideration of Ten Dollars ($10.00) and other good and valuable consideration to Grantor cash in hand paid by Grantee, the receipt and sufficiency of which is hereby acknowledged, Grantor hereby GRANTS, BARGAINS, SELLS, CONVEYS, ASSIGNS, SETS OVER, AND DELIVERS unto Grantee, its successors and assigns, effective as of the Effective Time, a term overriding royalty interest equal to the Overriding Royalty Percentage of all Hydrocarbons produced or that may be produced and saved from each of the Leases, insofar, and only insofar, as such Hydrocarbons are produced from the Subject Formations, which overriding royalty interest shall burden the Subject Interests and be satisfied out of Production and the proceeds thereof until such overriding royalty interest terminates at the Termination Time, together with all and singular the rights and appurtenances thereto in anywise belonging (the “Overriding Royalty Interest”).

TO HAVE AND TO HOLD the Overriding Royalty Interest unto Grantee, its successors and assigns forever, subject to the following terms, provisions and conditions. This Conveyance is an absolute conveyance of an immovable property interest and a real right.

Section 1.02. Non-Operating, Non-Expense-Bearing Interest. In no event will Grantee ever be personally liable or obligated to pay, either directly or indirectly, any obligations arising from or related to the development of any of the Subject Interests, including (a) Lease Burdens, (b) taxes, (c) costs, expenses or liabilities for building, constructing, acquiring,

exploring, drilling, completing, perforating, equipping, developing, producing, operating, maintaining, reworking, redrilling, recompleting, plugging, abandoning, gathering, transporting, compressing, treating, handling, separating, dehydrating or processing, or any other expenses related or pertaining to operations with respect to the Subject Interests or the handling of Production or (d) any costs or expenses of acquiring or disposing of any Subject Interests, provided that nothing herein shall limit Grantor’s ability to deduct Specified Post-Production Costs and Specified Taxes in calculating Gross Proceeds.

Section 1.03. Royalty. Subject to Grantee’s right to take its share of Production in-kind pursuant to Section 2.02 of this Conveyance, the Overriding Royalty Interest shall entitle Grantee to an amount equal to the applicable Overriding Royalty Payment Percentage (as set forth in Exhibit A for each Lease) of the Gross Proceeds attributable to each Lease for periods from and after the Effective Time and through and including the Termination Time (the “Royalty”). Grantor shall be responsible for remitting to the appropriate Person all Specified Post-Production Costs and Specified Taxes attributable to Production (excluding Specified Post-Production Costs and Specified Taxes attributable to Production Grantee elects to take in-kind pursuant to Section 2.02 of this Conveyance).

Section 1.04. Marketing of Overriding Royalty Hydrocarbons. Except to the extent Grantee has elected to take Overriding Royalty Hydrocarbons in kind, Grantor shall market or cause to be marketed the Overriding Royalty Hydrocarbons on the same basis as Grantor’s share of Production.

Section 1.05. Termination; Abandonment.

(a) The Overriding Royalty Interest shall terminate at the Termination Time, without the requirement of payment by Grantor or any other Person. The termination of the Overriding Royalty Interest shall not release Grantor of any obligation under this Conveyance or the Master Conveyance with respect to any actions or obligations hereunder or thereunder related to any period prior to the Termination Time.

(b) Upon termination of the Overriding Royalty Interest as provided in this Section 1.05, upon the request of Grantor, Grantee shall execute and promptly deliver to Grantor an instrument, which shall be prepared and provided to Grantee by Grantor, in form and substance reasonably acceptable to Grantor and Grantee and in recordable form in all applicable jurisdiction in which this Conveyance has been filed of record evidencing the termination of such Overriding Royalty Interest.

(c) If any individual Lease (or portion thereof, as applicable) should expire before the date of any other Lease, the Overriding Royalty Interest shall remain in full force and effect and undiminished as to all remaining Leases (and the remainder portion of such Lease, as applicable) and, in regards to any partial expiration, all Subject Interests with respect to which such Lease has not expired.

Section 1.06. Pooling or Unitization by Grantor. Without joinder or consent of Grantee or notice thereto, Grantor shall have the right and power to unitize or pool all or any portion of the Subject Interest with other areas and to amend or terminate any unitization and/or

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pooling agreements. If and whenever, through the exercise of this power or pursuant to any law or regulation, or any order of any Governmental Authority, any portion of the Subject Interests is unitized or pooled, the Overriding Royalty Interest, insofar as it relates to such unitized or pooled area, shall be calculated with respect to the Hydrocarbons in the proportion to which the affected Subject Interests share in the Hydrocarbons produced from such unitized or pooled area.

Section 1.07. Operations. It is the express intent of Grantor and Grantee that the Overriding Royalty Interest shall constitute (and this Conveyance shall conclusively be construed for all purposes as creating) a single, separate non-operating right with respect to the Subject Interests for all purposes.

ARTICLE II

PAYMENT

Section 2.01. Payment.

(a) The Royalty shall be payable on the last day of each month in respect of the proceeds of Production received by or on behalf of Grantor or its Affiliates in the immediately preceding month. Each Royalty payment to Grantee shall be accompanied by a certification setting forth the quantity and kind of Production for such previous month (including Production attributable to the Overriding Royalty Interest and any Lease Burdens), the gross sale price thereof, the calculation of the Gross Proceeds received therefrom identifying all Specified Taxes deducted or withheld and all Specified Post-Production Costs debited from the gross sale proceeds, together with a calculation of the Royalty for such previous month. All payments of the Royalty shall be made to Grantee by electronic transfer to Grantee’s account, details of which account shall be notified to Grantor by Grantee in writing from time to time. Grantor’s obligations under this Section 2.01(a) shall not apply with respect to Non-Consent Hydrocarbons as provided in Section 2.01(d).

(b) If at any time Grantor pays Grantee more than the amount then due with respect to the Royalty, Grantee will not be obligated to return any such overpayment, but the amount or amounts otherwise payable for any subsequent period or periods will be reduced by the amount of such overpayment.

(c) Any amount owed with respect to the Royalty hereunder and not paid within ten (10) days of its due date shall bear interest at a rate per annum equal to the lesser of (i) the highest, non-usurious rate of interest permitted to be charged under applicable law, and (ii) two percent (2%) per annum plus the Agreed Rate at the time payment was due, and such interest shall accrue on such unpaid amount commencing on the date that on which such unpaid amount was due until such unpaid amount has been paid in full. Grantor agrees to pay Grantee such interest, if applicable, pursuant to this Section 2.01(c).

(d) Nothing contained in this Conveyance shall be deemed to prevent or restrict Grantor or its Affiliates from electing not to participate in any operations that are to be conducted under the terms of any operating agreement, unit operating agreement, contract for development, or similar instrument affecting or pertaining to the Subject Interests (or any portions thereof) and

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permitting consenting parties to conduct non-consent operations; and the Overriding Royalty Interest shall not apply to any Non-Consent Hydrocarbons, and Grantor shall not have any obligations under Section 2.01(a) with respect to any such Non-Consent Hydrocarbons.

Section 2.02. Delivery to Grantee. Grantee shall have the right at any time by notice to Grantor to elect to take the Overriding Royalty Hydrocarbons in kind. Upon election by Grantee to receive the Overriding Royalty Hydrocarbons in kind, effective as of 7:00 a.m., Central Time, on the first day of the second calendar month following the date of such election, the Overriding Royalty Hydrocarbons shall be delivered to Grantee, or to the credit of Grantee, into the facilities of the First Transporter or first purchaser at the delivery points. As between Grantor and Grantee, Grantor shall be in exclusive control and possession of the Overriding Royalty Hydrocarbons delivered hereunder, provided Grantee shall bear the risk of loss of any such Hydrocarbons prior to delivery to Grantee as provided in the preceding sentence and Grantor shall not have any liability to Grantee for any such loss, and after delivery of such Hydrocarbons to Grantee at the delivery points Grantee shall be deemed to be in exclusive control and possession thereof and responsible for any loss, injury, or damage caused thereby. To the extent it has the right to do so, Grantor hereby grants to Grantee easements and rights-of-way over and across the Leases and lands pooled, communitized and/or unitized therewith, together with rights of ingress and egress, for the purposes of receiving, accepting, and taking Overriding Royalty Hydrocarbons at the delivery points; provided Grantee shall be responsible for and shall hold Grantor harmless from any loss resulting from any use. Notwithstanding any provisions of this Conveyance, the Master Conveyance or the Trust Agreement to the contrary, Grantee shall not be permitted to elect to take Production in kind pursuant to this Section 2.02 unless it has previously agreed to bear, and does in fact bear, its share of Specified Post-Production Costs and Specified Taxes, and all other costs and expenses which may otherwise be borne by Grantor which are in excess of the costs and expenses Grantor would otherwise bear if Grantee had not exercised such right to take in kind.

ARTICLE III

DISCLAIMER OF WARRANTIES AND SUBROGATION

Section 3.01. Disclaimer. GRANTOR MAKES NO, AND EXPRESSLY DISCLAIMS AND NEGATES ANY, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO TITLE TO ANY OF THE SUBJECT INTERESTS. To the extent of the Overriding Royalty Interest Percentage, however, this Conveyance is made with full substitution and subrogation of Grantee in and to all covenants, representations and warranties given or made by Grantor’s predecessors in title and Grantee is specifically subrogated to all rights which Grantor may have against its predecessors in title, to the extent that Grantor may legally transfer such rights and grant such subrogation. Nothing in this Section 3.01, however, shall be deemed to qualify, increase, limit or release any rights, indemnities or remedies provided under the Master Conveyance, including Section 9.2 thereof. The Overriding Royalty Interest granted herein is based on Grantor’s Working Interest, without regard to Grantor’s net revenue interest. All burdens on and reductions in Grantor’s net revenue interest are for Grantor’s sole account, and the Overriding Royalty Interest will not be reduced based on the amount of or any burden on Grantor’s net revenue interest.

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Section 3.02. Covenant to Remove Non-Permitted Liens. Grantor represents to Grantee that, to the knowledge of Grantor, the Overriding Royalty Interest is free and clear of any burden or Lien other than Permitted Liens. If at any time the Overriding Royalty Interest is ever subject to any Lien other than an Excepted Permitted Lien, then Grantor will promptly cause such Lien to be removed or released at no cost to Grantee.

ARTICLE IV

TRANSFER

Section 4.01. Transfer by Grantor. Except as expressly permitted by Section 2.1(h) of the Master Conveyance, (i) each transfer by Grantor of any interest in any Subject Interest shall be accompanied by an assignment of its obligations under the Master Conveyance and this Conveyance applicable to such Subject Interests and (ii) any assignment or transfer by Grantor of its interest in any Subject Interest or any rights or obligations under this Conveyance shall not be effective unless and until the assignee of such interest and obligations has executed and delivered to Grantor and Grantee an assignment or novation agreement, pursuant to which such assignee assumes all (or an undivided percentage interest commensurate with that portion of Grantor’s interest in the Subject Interest being acquired) of the obligations of the Grantor pursuant to this Conveyance and the Master Conveyance, insofar as same relate to the interest so conveyed, including, without limitation of the foregoing, this restriction upon assignment. No transfer or assignment of its rights under this Conveyance will release or relieve Grantor from its obligations hereunder or under the Master Conveyance. Notwithstanding the foregoing, Grantor shall be permitted to grant additional Lease Burdens with respect to the Subject Interests after the date this Conveyance is filed with the BOEM and each applicable parish in accordance with Section 2.1 of the Master Conveyance so long as any such Lease Burdens are subordinate to, and do not otherwise diminish, the rights of Grantee with respect to the Overriding Royalty Interest.

Section 4.02. Transfer by Grantee.

(a) Except as provided in Section 5.4 of the Master Conveyance, prior to the fifth anniversary of the Effective Date, Grantee shall not assign any Overriding Royalty Interests. From and after the fifth anniversary of the Effective Date, subject to Section 5.5 of the Master Conveyance, without the prior written consent of Grantor, Grantee may assign or transfer all, but not less than all, of the Overriding Royalty Interests and may assign or transfer its rights and interest in and under this Conveyance with respect to any Overriding Royalty Interest to any assignee of such Overriding Royalty Interest; provided that Grantee shall only be entitled to assign the Overriding Royalty Interests and the rights under this Conveyance to one assignee of Grantee who acquires all of Grantee’s interest in the Overriding Royalty Interests granted hereby (and, as provided in Section 5.1(a) of the Master Conveyance, all of Grantee’s interests in all other Overriding Royalty Interests, as defined in and granted pursuant to the Master Conveyance).

(b) No change of ownership or right to receive the Overriding Royalty Interest, or of any part thereof, however accomplished, shall be binding upon Grantor until notice thereof shall have been furnished by the Person claiming the benefit thereof, and then only with respect to payments thereafter made. Notice of sale or assignment of the Overriding Royalty Interest shall

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consist of a copy of the recorded instrument accomplishing the same; notice of change of ownership or right to receive payment accomplished in any other manner (for example by reason of incapacity, death or dissolution) shall consist of copies of recorded documents and complete proceedings legally binding and conclusive of the rights of all parties. Until such notice shall have been furnished to Grantor as provided above, the payment or tender of all sums payable on the Overriding Royalty Interest may be made in the manner provided in this Conveyance as if no such change in interest or ownership or right to receive payment had occurred.

Section 4.03. Covenant Running with the Land. The Master Conveyance, this Conveyance and the obligations of Grantor under the Master Conveyance and this Conveyance shall be covenants running with the Leases and the lands covered thereby or subject thereto, and in the event of any transfer of any of Grantor’s interests derived from any Lease (including any judicial or non-judicial foreclosure sale by a receiver or trustee in bankruptcy and the granting of any lien by any court), such transfer will be subject to all obligations of Grantor with respect to the Master Conveyance and this Conveyance burdening such Grantor’s interests.

Section 4.04. Preferential Right to Purchase in Favor of Grantor. Should Grantee receive a bona fide written offer for the acquisition of all of the Overriding Royalty Interests (and all of Grantee’s other interests in all other Overriding Royalty Interests, as defined in and granted pursuant to the Master Conveyance) from a third-party not affiliated with Grantor, which Grantee desires to accept, Grantor shall have a preferential right to purchase the Overriding Royalty Interests as set forth in Section 5.5 of the Master Conveyance.

Section 4.05. ORRI Purchase Right. If the Overriding Royalty Interest is transferred by Grantee pursuant to an ORRI Transfer, then Grantor thereafter shall have all of the rights and options of Grantor set forth in Section 5.5(g) of the Master Conveyance (which rights include the right and option to purchase all, but not less than all, of the Overriding Royalty Interests as set forth in such Section 5.5(g)).

ARTICLE V

DEFINITIONS

As used herein and in the exhibits hereto, the following terms shall have the respective meanings ascribed to them below:

“Affiliate” means, with respect to any Person, (a) any other Person directly or indirectly owning, controlling or holding with power to vote more than 50% of the outstanding voting securities of such Person, (b) any other Person more than 50% of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by such Person, and (c) any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided that in no case shall any Unitholder (as defined in that certain Amended and Restated Trust Agreement of Grantee dated as of             , 2013, by and among Freeport-McMoRan Copper & Gold Inc., as depositor, Grantor, as grantor, The Bank of New York Mellon Trust Company, N.A., as trustee, and BNY Mellon Trust of Delaware, as Delaware trustee), as it may be amended from time to time) be deemed an Affiliate of the Trust for purposes of this Conveyance.

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“Agreed Rate” means for and during each calendar month, the prime rate published under “Money Rates” in the Wall Street Journal on the first day of such calendar month for which such a prime rate is so published, or if the Wall Street Journal shall cease publication or cease publishing the “prime rate” on a regular basis, such other regularly published average prime rate applicable to commercial banks as is acceptable to the Grantee in its reasonable discretion.

“Central Time” means Central Standard Time or Central Daylight Savings Time in effect on the date in question.

“Code” shall have the meaning given such term in Section 6.07.

“Conveyance” means this Conveyance of Overriding Royalty Interest from Grantor to Grantee.

“Effective Time” means 7:00a.m., Central Time, on                     .¹

“Effective Date” means June 3, 2013.

“End Date” shall mean June 3, 2033.

“Excepted Permitted Lien” shall mean (i) any Permitted Lien created or caused by Grantee or (ii) other than any Permitted Lien created by, through or under Grantor or its Affiliates, any Permitted Lien which creates a defect in the title of Grantor or any of its Affiliates in, to or under any Subject Interest that reduces the Working Interests of Grantor or its Affiliates with respect to any Subject Interests, other than any such defect or reduction in Working Interest occurring after the Effective Date arising as a result of any non-payment by Grantor or its Affiliates of any financial obligation which Grantor or its Affiliates has assumed or otherwise is obligated to pay (whether under an operating agreement existing at the time Grantor or its Affiliate acquired an interest in the Subject Interest, by contract or otherwise).

“First Transporter” means the first interstate or intrastate pipeline downstream of the delivery point.

“Gas” means natural gas, coalbed methane and other gaseous hydrocarbons.

“Governmental Authority” means the country, the state, county or parish, city and political subdivisions in which any Person or such Person’s property is located or which exercises valid jurisdiction over any such Person or such Person’s property, and any court, agency, department, commission, board, bureau or instrumentality of any of them which exercises valid jurisdiction over any such Person or such Person’s property.

“Grantor” means Grantor and each subsequent owner or owners of the Working Interest in and to the Leases burdened by the Overriding Royalty Interest.

¹  Instructions to complete this form: Insert the applicable Effective Time as requested under Section 2.1(f) of the Master Conveyance.

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“Gross Proceeds” means an amount equal to the Market Value of all sales of Production plus proceeds received on account of any Production lost, (a) after deduction or withholding of Specified Taxes allocable to such Production or such sale thereof, and (b) minus any Specified Post-Production Costs allocable to such Production.

“Hydrocarbons” means Oil and Gas.

“Lease” means (a) each Oil, Gas and/or other mineral lease described, referred to, or identified on Exhibit A, together with any renewal or extension of each such lease (as to all or any part or portion thereof), (b) any replacement lease taken upon or in anticipation of expiration or termination of such Lease (if executed and delivered during the term of or within one year after expiration of the predecessor Lease), insofar only as any such replacement lease covers the Subject Formations under the same lands described in the original Lease, and (c) all rights in, to or under all other Oil, Gas and/or mineral leases to the extent covering any area with which areas covered by such leases listed on Exhibit A are aggregated by unitization, pooling or similar aggregation principles and all rights derived from any unitization, pooling or similar aggregation arrangement, operating, communitization or similar agreement, or any declaration or order of any Governmental Authority; and “Leases” means all such leases, insofar only as such leases cover such lands and depths or subsurface intervals, and all such renewals and extensions and replacement leases.

“Lease Burdens” means royalties, overriding royalties (other than the Overriding Royalty Interests), net profits interests, production payments and other burdens on production.

“Lien” means, with respect to any property or assets, any right or interest therein of a party to secure liabilities owed to it or any other arrangement with such party that provides for the payment of such liabilities out of such property or assets or that allows such party to have such liabilities satisfied out of such property or assets prior to the general creditors of any owner thereof, including any lien, mortgage, security interest, pledge, deposit, rights of a vendor under any title retention or conditional sale agreement or lease substantially equivalent thereto, tax lien, mechanic’s or materialman’s lien, or any other charge or encumbrance for security purposes, whether arising by Law or agreement or otherwise. “Lien” also means (a) any production payment or other similar burden on the Hydrocarbons attributable to the Subject Interests, and (b) any filed financing statement or other filing, notice, arrangement or action that would serve to perfect a Lien described in the preceding sentence, regardless of whether such financing statement or other filing is filed, such notice is given, or such arrangement or action is undertaken before or after such Lien exists

“Master Conveyance” means that certain Master Conveyance of Overriding Royalty Interest by and between Grantor and Grantee, dated as of June 3, 2013.

“Market Value” means, with respect to any Production and without duplication, the sum of (a) the proceeds received by Grantor (or any Affiliate or agent of Grantor that markets the Production on behalf of Grantor or its Affiliates, Grantee or any owner of any Lease Burden) from the first sale of such Production to a Non-Affiliate, regardless of the location of such sale (whether on the applicable land subject to the Leases or at any point downstream) and (b) all proceeds from the sale of Hydrocarbons attributable to Lease Burdens (to the extent a Lease

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Burden burdens the Subject Interests), if not marketed by Grantor or any Affiliate or agent of Grantor and whether received by Grantor, its Affiliates, or not, based on pricing received by Grantor.

“Non-Affiliate” shall mean with respect to Grantor, any Person who is not an Affiliate of Grantor.

“Non-Consent Hydrocarbons” means those Hydrocarbons produced from a Subject Interest during the applicable period of recoupment or reimbursement pursuant to a Non-Consent Provision covering that Subject Interest, which Hydrocarbons have been relinquished to the consenting party or participating party, other than Grantor or its Affiliates, under the terms of such Non-Consent Provision as the result of an election by Grantor or its Affiliates not to participate in a particular operation, and at such time as Grantor’s or its Affiliates’ back-in interest is applicable (such that Grantor’s or its Affiliates’ interest is entitled to a share of such Hydrocarbons) such Hydrocarbons no longer shall constitute Non-Consent Hydrocarbons.

“Non-Consent Provision” means a contractual provision contained in an applicable operating agreement, unit operating agreement, contract for development, or other similar instrument that is a Permitted Lien under clause (e) of the definition of Permitted Lien, which provision covers non-consent operations and provides for relinquishment of Hydrocarbon production by non-consenting or non-participating parties during a period of recoupment or reimbursement of costs and expenses of the consenting or participating parties.

“Oil” means crude oil, condensate and other liquid or liquefiable hydrocarbons.

“ORRI Purchase Option Closing” shall have the meaning given such term in the Master Conveyance.

“ORRI Transfer” shall have the meaning given such term in the Master Conveyance.

“Overriding Royalty Hydrocarbons” means the Hydrocarbons conveyed to Grantee pursuant to Section 1.01 hereof, which shall be a volume of Hydrocarbons equal to the Overriding Royalty Percentage of all Hydrocarbons produced and saved from the Leases from the Subject Formations.

“Overriding Royalty Interest” shall have the meaning given such term in Section 1.01 hereof.

“Overriding Royalty Payment Percentage” means the Overriding Royalty Payment Percentage as calculated pursuant to the terms and provisions of the Master Conveyance and for each Lease set forth on Exhibit A is the percentage designated as the Overriding Royalty Payment Percentage for each such Lease on Exhibit A.²

²  Instructions to complete this form: Insert on Exhibit A applicable Overriding Royalty Payment Percentage on Exhibit A as required under the Master Conveyance, including Section 2.1(h) and Section 2.2 thereof.

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“Overriding Royalty Percentage” means the Overriding Royalty Percentage as calculated pursuant to the terms and provisions of the Master Conveyance and for each Lease set forth on Exhibit A is the percentage designated as the Overriding Royalty Percentage for each such Lease on Exhibit A.³

“Permitted Liens” means, with respect to the Overriding Royalty Interest and the grant of the Overriding Royalty Interest hereunder (in the case of (a), (d), (e)(1), (f), (g), (h), (i), (j), (k) and (l)) and, with respect to the real property interest on which the Overriding Royalty Interest is granted only and not with respect to the Overriding Royalty Interest (in the case of (b), (c) and (e)(2)):

(a) statutory Liens for taxes, assessments or other governmental charges or levies that are not yet delinquent or that are being contested in good faith by appropriate action;

(b) statutory Liens for operators’, carriers’, warehousemen’s, repairmen’s, mechanics’, materialmen’s, or other like Liens, in each case only to the extent arising by operation of law in the ordinary course of business, that do not secure obligations that are delinquent and that do not in any case secure indebtedness for borrowed money or similar obligations;

(c) Liens and other encumbrances existing on the later of (i) the Effective Date and (ii) the date Grantor acquires its interest in the applicable Subject Interest so long as such Liens and other encumbrances neither (x) secure indebtedness for borrowed money or similar obligations or any obligations of any kind, in each case, of Grantor or its Affiliates that are delinquent, nor (y) prevent Grantee from receiving the Overriding Royalty Interests in accordance with this Conveyance, or the proceeds thereof;

(d) royalties, overriding royalties and other similar burdens or encumbrances to the extent they exist as to any Subject Interest as of the date of this Conveyance to the extent such do not prevent Grantee from receiving the Overriding Royalty Interest in accordance with this Conveyance, or the proceeds thereof;

(e) Liens under operating agreements, unit agreements, unitization and pooling designations and declarations, farmout and farmin agreements, exploration agreements, area of mutual interest agreements, gathering and transportation agreements, processing agreements, and Hydrocarbon purchase contracts, and other contracts (excluding contracts for borrowed money, hedging contracts and other contracts with financial institutions) that (1) have been entered into in the ordinary course of the oil and gas business prior to the time this Conveyance is first filed of record in the appropriate records of the BOEM or the applicable parish, provided that (i) any such Liens in favor of Grantor or any Affiliate of Grantor are Permitted Liens only to the extent that the Overriding Royalty Interest is expressly excluded therefrom and not subject thereto and (ii) any such Liens that secure obligations that are delinquent as of the date of this Conveyance conveying the Overriding Royalty Interest are not Permitted Liens or (2) are entered into in the ordinary course of the oil and gas business after the time of this Conveyance is first filed of

³  Instructions to complete this form: Insert on Exhibit A applicable Overriding Royalty Percentage on Exhibit A as required under the Master Conveyance, including Section 2.1(h) and Section 2.2 thereof.

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record in the appropriate records of the BOEM or the applicable parish, provided that (i) any such Liens are Permitted Liens only to the extent that the Overriding Royalty Interest is excluded therefrom and not subject thereto and (ii) any such Liens that secure obligations that are delinquent at the time of the grant of the Overriding Royalty Interest are not Permitted Liens;

(f) easements, surface leases and surface rights, plat restrictions, zoning Laws, restrictive covenants and conditions, and building and other land use Laws and similar encumbrances, none of which materially interferes with the development and operation of the property subject thereto for the production of Hydrocarbons or for the use for which the same are held;

(g) rights vested in or reserved to any Governmental Authority to regulate the Subject Interests, to terminate any right, power, franchise, license or permit afforded by such Governmental Authority, or to purchase, condemn, expropriate or designate a buyer of any of the Subject Interests;

(h) all rights to consent by, required notices to, filings with or other actions by Governmental Authorities in connection with the sale, disposition, transfer or conveyance of federal, state, or other governmental oil and gas leases or interests therein or related thereto, which cannot be unreasonably withheld or where the same are customarily obtained subsequent to the assignment, disposition or transfer of such oil and gas leases or interests therein, or such operations;

(i) required non-governmental third party consents to assignments which have been obtained or waived by the appropriate parties or which need not be obtained prior to an assignment or with respect to which consent cannot be unreasonably withheld and preferential rights to purchase which have been waived by the appropriate parties or for which the time period for asserting such rights has expired without the exercise of such rights;

(j) the Master Conveyance;

(k) this Conveyance or any similar Recordable Conveyance executed in accordance with the Master Conveyance; and

(l) Liens created or caused by Grantee.

The references in this definition to Liens and other encumbrances apply only to the extent the same are valid and subsisting, and affect the Subject Interests, and shall not be deemed to recognize or create any rights in third parties.

“Person” means an individual, partnership (whether general or limited), corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, bank, joint venture, firm or other entity.

“Production” shall mean all Hydrocarbons produced (or allocated or attributed to), saved and sold from the Subject Interests (on a take basis) (for the avoidance of doubt, including, without duplication, Hydrocarbons attributed to the Overriding Royalty Interest or any Lease Burden (to the extent a Lease Burden burdens the Subject Interests)) from and after the Effective

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Time, but excluding any (i) Hydrocarbons lost, flared or used for operating, development or production purposes in the ordinary course of business within the area covered by such Subject Interests or (ii) Non-Consent Hydrocarbons.

“Specified Post-Production Costs” means any costs incurred for activities downstream of the wellhead for gathering, transporting, compressing, treating, handling, separating, dehydrating or processing the Production prior to sale, provided that (a) such costs are allocated on the same basis as and proportionately with Grantor’s and Grantee’s interests in the Production and the proceeds thereof, and (b) either (i) such costs are charged to Grantor by Non-Affiliates of Grantor or (ii) such costs are charged by Grantor or its Affiliates at current market rates substantially similar to those terms available from Non-Affiliates in the same area as the Subject Interests that are engaged in the business of rendering comparable services or furnishing comparable equipment and supplies, taking into consideration all such terms, including the price, point of sale or service, condition of supplies or equipment, and availability of supplies and equipment and such term as Grantor determines in good faith would be utilized by a reasonably prudent operator in obtaining such equipment or services from a Non-Affiliate.

“Specified Taxes” means (a) production, severance, sales, excise and other similar taxes assessed upon, otherwise owing with respect to or measured by the amount or value of Hydrocarbons produced or the proceeds from the sale thereof excluding income taxes, and (b) property or ad valorem taxes to the extent assessed on the interests subject to the Overriding Royalty Interest (whether assessed separately or as part of the value of such interests).

“Subject Formation” means the geologic formation (or formations) covered by or subject to any Lease the base of which is below 18,000 feet true vertical depth subsea (measured from sea level, whether onshore or offshore), but shall not include (i) perforated intervals shallower than 18,000 feet true vertical depth subsea (measured from sea level, whether onshore or offshore), as applicable, or (ii) as respects OCS 0310, depths shallower than the salt or salt weld as seen in the South Marsh Island Block 217 No. 234 Well (which are deeper than 18,000 feet true vertical depth subsea measured from sea level).

“Subject Interests” means all right, title and interest of Grantor in, to and under all the Leases insofar, and only insofar, as such right, title and interest of Grantor in, to and under the Leases cover Hydrocarbons produced or that may be produced from the Subject Formation(s) from and after the Effective Time and prior to the Termination Date.

“Termination Date” means the earlier of (i) the End Date or (ii) such earlier date on which the Trust is dissolved pursuant to the terms of the Trust Agreement, provided the Termination Date for any Overriding Royalty Interest transferred by Grantee pursuant to Section 5.1 of the Master Conveyance shall be the earlier of (A) the End Date and (B) the ORRI Purchase Option Closing; and provided further that the Termination Date for any Overriding Royalty Interest transferred pursuant to Section 5.4 of the Master Conveyance shall be the End Date.

“Termination Time” means 7:00 a.m. Central Time on the Termination Date.

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“Working Interest” means the interest owned in Oil wells, Gas wells, leaseholds or mineral rights (mineral estates) that determines the percentage share of costs borne by the owner of such interest, including working interests, operating rights interests or other cost-bearing interests, and mineral fee or ownership interests.

ARTICLE VI

MISCELLANEOUS

Section 6.01. Governing Law. THIS CONVEYANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF LOUISIANA, EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THE LAWS OF ANY OTHER JURISDICTION ARE MANDATORILY APPLICABLE.

Section 6.02. Successors and Assigns. The provisions and conditions contained in this Conveyance shall run with the land (as provided in Section 4.03) and the respective interests of Grantor and Grantee and (subject to Article IV) shall be binding upon and inure to the benefit of Grantor and Grantee and their respective successors and assigns. All references herein to either Grantor or Grantee shall include their respective successors and assigns.

Section 6.03. Multiple Originals. This Conveyance may be executed in multiple originals all of which shall constitute one and the same Conveyance.

Section 6.04. Partial Invalidity. In the event any provision contained in this Conveyance shall for any reason be held invalid, illegal or unenforceable by a Governmental Authority, then (to the extent permitted under applicable law) , such invalidity, illegality or unenforceability shall not affect any of the remaining provisions of this Conveyance which shall remain in full force and effect.

Section 6.05. Notices. Notices required or otherwise given pursuant to or in connection with this Conveyance shall be in writing and addressed to the parties at the addresses set forth herein.

Section 6.06. Master Conveyance. This Conveyance is made and entered into pursuant to the Master Conveyance and is subject to the terms thereof. A copy of the Master Conveyance may be obtained from Grantor or Grantee. In the event of a conflict or inconsistency between the terms and provisions of this Conveyance and those of the Master Conveyance, the terms and provisions of the Master Conveyance shall control.

Section 6.07. Nature of Overriding Royalty Interest; Intentions of the Parties. Each Overriding Royalty Interest shall constitute, and this Conveyance shall be an absolute conveyance of, a real property interests and right. Nothing herein contained shall be construed to constitute either party hereto (under state law, for tax purposes or otherwise) the agent of, or in partnership with, the other party. If, however, the parties hereto are deemed to have entered into a relationship that constitutes a partnership for federal income tax purposes, the parties hereby elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal

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Revenue Code of 1986, as amended (the “Code”), and agree not to take any position inconsistent with such election. IN ADDITION, THE PARTIES HERETO INTEND THAT THE OVERRIDING ROYALTY INTEREST SHALL AT ALL TIMES BE TREATED (a) FOR FEDERAL INCOME TAX PURPOSES AS AN OVERRIDING ROYALTY INTEREST OR, IF REQUIRED BY APPLICABLE LAW, AS A “PRODUCTION PAYMENT” UNDER SECTION 636(a) OF THE CODE AND (b) AS AN INTEREST IN REAL PROPERTY AND REAL RIGHT, AND, IN ACCORDANCE THEREWITH AND THE TERMS OF THIS CONVEYANCE, GRANTEE SHALL LOOK EXCLUSIVELY TO THE HYDROCARBONS PRODUCED FROM THE SUBJECT INTERESTS FOR THE SATISFACTION AND REALIZATION OF THE OVERRIDING ROYALTY INTEREST. THE PARTIES HERETO AGREE TO FILE ALL APPLICABLE TAX RETURNS IN ACCORDANCE WITH THE INTENDED TAX TREATMENT STATED ABOVE. ALL PROVISIONS OF THIS CONVEYANCE SHALL BE CONSTRUED AND TREATED ACCORDINGLY.

[signature page follows]

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EXECUTED by each party in the presence of the undersigned competent witnesses on the date indicated below but effective as of the Effective Time.

WITNESSES:	GRANTOR:
	MCMORAN OIL & GAS LLC
Print Name:	By:
	Name:
	Title:
Print Name:	Date:

THE STATE OF______________________§

§

PARISH OF ________________________ §

        On this          day of                         , 20     , before me appeared                         , to me personally known, who being by me duly affirmed, did say that he is the                          of McMoRan Oil & Gas LLC, a Delaware limited liability company, and that the instrument was signed on behalf of the company by authority of its                          and that he acknowledged that the instrument to be the free act and deed of the limited liability company.

Notary Public

My Commission Expires: ______________________

(SEAL)

Signature Page to the Conveyance of Overriding Royalty Interest

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WITNESSES:	GRANTEE:
	GULF COAST ULTRA DEEP ROYALTY TRUST
	By:	The Bank of New York Mellon Trust Company, N.A., as
Print Name:		Trustee
Print Name:		Name:
		Title:
		Date:

THE STATE OF	§
	§
COUNTY OF	§

On this      day of             , 20    , before me appeared                                         , to me personally known, who being by me duly affirmed, did say that he is the                                          of The Bank of New York Mellon Trust Company, N.A., the trustee of Gulf Coast Ultra Deep Royalty Trust, a statutory trust created under the laws of the State of Delaware, and that the instrument was signed on behalf of the trust, and that the instrument was on behalf of the trust by authority of its Amended and Restated Royalty Trust Agreement and that he acknowledged the instrument to be the free act and deed of the trust.

Notary Public

My Commission Expires:

(SEAL)

Signature Page to the Conveyance of Overriding Royalty Interest

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Exhibit A

to the

Conveyance of Overriding Royalty Interest

EXHIBIT D

Recordable Memorandum

D-1

MEMORANDUM OF CONVEYANCE

This Memorandum of Conveyance (the “Memorandum”), is executed to be effective concurrently with that Master Conveyance of Overriding Royalty Interest, dated as of June 3, 2013 (the “Master Conveyance”), by and between McMoRan Oil & Gas LLC, as grantor (“Grantor”), and Gulf Coast Ultra Deep Royalty Trust, as grantee (“Grantee”), covering among other things the conveyance of an overriding royalty interest in certain oil, gas and/or mineral properties in the areas described in Exhibit “A” (such areas, the “Prospect Areas”).

The purpose of this Memorandum is to place third parties on notice of the Master Conveyance. This Memorandum incorporates by reference all of the terms and conditions of the Master Conveyance, and all capitalized terms used but not defined herein shall have the meaning ascribed to them in the Master Conveyance.

The Master Conveyance provides, among other things, that:

1. The interests of Grantor and its Affiliates under (i) Leases acquired on or prior to December 5, 2017, and (ii) Add-On Leases related to the Prospect Areas are subject to and burdened with the terms and provisions of the Master Conveyance to the extent such interests cover hydrocarbons produced from the Subject Formations (the “Subject Interests”).

2. Grantee is entitled to an Overriding Royalty Interest with respect to each Subject Interest of 5%, proportionately reduced to the extent the Subject Interest is less than 100% of the Working Interest applicable to the Subject Formations under a Lease to which such Subject Interest relates.

3. The Subject Interests which are subject hereto may not be assigned or transferred by Grantor or its Affiliates except in accordance with those terms, provisions and restrictions in the Master Conveyance regulating such transfers.

4. Each Overriding Royalty Interest will be carved out of the Working Interest of Grantor and its Affiliates represented by the Subject Interests at the time the Overriding Royalty Interest is granted. The Effective Time of each Overriding Royalty Interest assigned will be the date of the Recordable Conveyance assigning such Overriding Royalty Interest to Grantee, provided if Production with respect to such Subject Interests shall have first occurred prior to the date of such Recordable Conveyance the Effective Time shall be the first day on which Production was first obtained from any Subject Interest to which such Recordable Conveyance relates.

5. Notwithstanding the foregoing and Section 5.2 of the Master Conveyance, from time to time Grantor and its Affiliates may assign a portion of their Working Interest in a Lease (or any Well attributable thereto) to third parties free and clear of the Overriding Royalty Interest to the extent necessary to satisfy the obligations of Grantor and its Affiliates existing as of June 3, 2013 or which may arise after June 3, 2013, in connection with the good faith efforts of Grantor and its Affiliates to acquire Leases and/or enter into development and participation

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agreements with respect to the development of the Subject Formations; provided that no such assignment shall be permitted, and shall be void ab initio, unless certain conditions specified in Section 2.1(h) of the Master Conveyance are satisfied.

6. If Grantor or any of its Affiliates is ever liable for any indebtedness or hedging obligation, Grantor will ensure that (i) with respect to any Lease that is burdened by any Lien or security interest securing such indebtedness or hedging obligation, at least five percent (5%) of Grantor’s rights and interests in such Lease attributable to the Subject Interests is excluded from such lien and security interest and (ii) the terms and conditions of such indebtedness or hedging obligation will not prevent or otherwise restrict Grantor from satisfying its obligations under the Master Conveyance or any Recordable Conveyance and will require any party secured under such arrangement to agree to release its lien or security interest, if any, to the extent required to permit the grant of Overriding Royalty Interest in accordance with the terms hereof.

7. If the closing of an ORRI Transfer occurs, then (i) upon the closing of the ORRI Transfer this Memorandum shall be amended to identify the ORRI Purchase Price as determined in accordance with the Master Conveyance and (ii) at any time after the closing of an ORRI Transfer until June 3, 2033, Grantor shall have the right and option (the “ORRI Purchase Option”) to purchase all, but not less than all, of such Overriding Royalty Interests at a price equal to the ORRI Purchase Price. Grantor may exercise the ORRI Purchase Option by providing written notice (the “ORRI Purchase Notice”) to Grantee and tendering to Grantee the full ORRI Purchase Price (the time of such tender, the “ORRI Purchase Option Closing”) by wire transfer of immediately available funds to the account designated in writing by such Person after receipt of the ORRI Purchase Notice.

The following terms shall have the definitions given to them below:

“Leases” shall mean any Oil, Gas and/or other mineral lease covering or otherwise related to all or any portion of (a) a Prospect Area, (b) any area with which all or any portion of a Prospect Area is aggregated by unitization, pooling or similar aggregation principles, (c) all other rights in, to or under any other instrument or fee tract related to, and all other rights to drill for, develop and produce Hydrocarbons from, a Prospect Area and any area with which all or any portion of a Prospect Area is aggregated by unitization, pooling or similar aggregation principles, and (d) following December 5, 2017, any replacement lease taken upon or in anticipation of expiration or termination of any such Lease (if executed and delivered during the term of or within one year after expiration of the predecessor Lease), insofar only as any such replacement lease covers the Subject Formations under the same lands described in the original Lease.

“Subject Formations” shall mean the geologic formation (or formations) covered by or subject to any Lease the base of which is below 18,000 feet true vertical depth subsea (measured from sea level, whether onshore or offshore), but shall

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not include (i) perforated intervals shallower than 18,000 feet true vertical depth subsea (measured from sea level, whether onshore or offshore), or (ii) as respects OCS 0310, depths shallower than the salt or salt weld as seen in the South Marsh Island Block 217 No. 234 Well (which are deeper than 18,000 feet true vertical depth subsea measured from sea level).

The Master Conveyance includes other provisions which do not conflict with but supplement the above described provisions. Should any person or firm desire additional information regarding the Master Conveyance or wish to inspect a copy of the Master Conveyance, said person or firm should contact the Grantor.

This Memorandum is intended to be a description of certain terms of the Master Conveyance for the purpose of placing notice of such provisions of public record, and is not intended to modify or alter the terms of the Master Conveyance. To the extent any provision of this Memorandum conflicts with any provision of the Master Conveyance, the terms of the Master Conveyance shall control.

This Memorandum may be executed by Grantor and Grantee in any number of counterparts, each of which shall be deemed to be an original instrument, but all of which together shall constitute one and the same instrument. For purposes of recording, only one copy of this Memorandum with individual signature pages attached to it needs to be filed of record.

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IN WITNESS WHEREOF, Grantor and Grantee have executed this Memorandum on this 3rd day of June, 2013.

GRANTOR:

MCMORAN OIL & GAS LLC

By:

GRANTEE:

GULF COAST ULTRA DEEP ROYALTY TRUST

By:

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 11, 2013, in the Registration Statement (Form S-1) and related Prospectus of the Gulf Coast Ultra Deep Royalty Trust dated June 3, 2013.

/s/ Ernst & Young LLP

Phoenix, Arizona

June 3, 2013